To,

The Members

Vantage Knowledge Academy Limited

The Directors are pleased to present the Eleventh Annual Report and Audited Financial Statements of the Company for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS:

The Company's Financial performance, for the year ended March 31, 2024, is summarized below:

(Amount in Lakhs)

REVIEW OF OPERATIONS:

During the year under review, the Company has earned a total revenue of Rs. 431.52 Lakhs from the Education and Publication Business as compared to a total revenue of Rs. 203.85 Lakhs in the previous year. The company has incurred a profit of Rs. 138.75 Lakhs as compared to a profit of Rs. 100.80 Lakhs in the previous year. This is part of the management strategy to restructure and revive the company's business operations. The Company hopes to do better in future.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY:

The information on the affairs of the Company has been given in Management Discussion and Analysis Report forming part of this Annual Report.

DIVIDEND:

Your Directors does not recommend any dividends on equity shares for the year ended March 31, 2024 for future growth prospects and expansion.

TRANSFER TO RESERVES:

During the year under review, the amount of Rs. 138.75 Lakhs was transferred to the Reserve & Surplus. The Reserve & Surplus Stood at Rs. 388.51 Lakhs as of 31.03.2024.

Authorised Share Capital:

The Authorized share capital of the company is Rs. 12,00,00,000/- (Rupees Twelve Crore only) divided into 1,20,00,000 (One Crore Twenty Lakhs) equity shares of Rs. 10 (Rupees Ten only) each.

Further, pursuant to sub-division of shares, the Authorized share capital of the Company is revised from Rs. 12,00,00,000/ - (Rupees Twelve Crore only) divided into 1,20,00,000 (One Crore Twenty Lakhs) equity shares of Rs. 10 (Rupees Ten only) each to Rs. Rs. 12,00,00,000/- (Rupees Twelve Crore only) divided into 12,00,00,000 (Twelve Crore) equity shares of Rs. 10 (Rupees Ten only) each with effect from 12^th July, 2024.

Issued, Subscribed and Paid Up Capital:

On the commencement of the financial year the issued, subscribed and paid up share capital of the company stood at Rs. 3,35,75,000/- (Rupees Three Crore Thirty Five Lakhs Seventy Thousand Only) divided into 33,57,500 (Thirty Three lakhs Fifty Seven Thousand Five Hundred) shares of Rs. 10/- (Rupees Ten each).

During the year under review, the Company has made the allotment of 70,25,000 convertible share warrants on preferential basis as on 20^th June, 2023. Further, the said warrants were converted into the exact number of Equity Shares on 27^th December, 2023.

Further, the company has made the allotment of 10,00,000 convertible share warrants on preferential basis on 24th June, 2024 i.e. after the end of financial year.

DEPOSITS:

During the year under review, the Company has not accepted/renewed any deposits from the public falling within the meaning of Section 73 and Section 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rule, 2014.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any amount to the Investor Education and Protection Fund.

CHANGE IN THE NATURE OF BUSINESS:

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

INTERNAL FINANCIAL CONTROL:

The Company has a well-established framework of internal operational and financial controls, including suitable monitoring procedures systems which are adequate for the nature of its business and the size of its operations. Based on the performance of the internal financial control, work performed by internal, statutory and external consultants and reviews of Management and the Audit Committee, the board is of the opinion that the Company's internal financial controls were effective and adequate during the FY 2023-2024 for ensuring the orderly efficient conduct of its business including adherence to the Company's policies, safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of accounting records an timely preparations of reliable financial disclosures.

INDUSTRIAL RELATIONS:

The Company has always considered its workforce as its valuable asset and continues to invest in its excellence and development programs. The Company has taken several initiatives to enhance employee engagement and satisfaction.

APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

The Company has not made any application or has any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

PARTICULARS OF LOANS GRANTED, GUARANTEE PROVIDED AND INVESTMENTS MADE PURSUANT TO THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013:

The Company does not have any loans, guarantee and investments provided pursuant to the Provisions of Section 186 of the Companies Act, 2013 and as such the said section shall not apply.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board comprises of efficient and able directors who have vast experience in this line of business.

A) Appointments:

During the year under review, there was no new appointment in the Company.

B) Resignations:

During the year under review, there was no new resignation in the Company.

C) Declaration by Independent Directors:

The Company has received the necessary declaration from the Independent Directors under Section 149(7) of the Companies Act 2013 that they meet the criteria for Independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

D) Familiarisation Programme for Independent Directors (IDs):

In terms of Regulation 25(7) of the Listing Regulations and the Companies Act, 2013, the Company is required to conduct the Familiarization Programme for Independent Directors (IDs) to familiarize them about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives. Directors are made aware of the significant news developments and highlights from various regulatory authorities viz. Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs (MCA), etc.

The Directors are regularly apprised about their roles, rights and responsibilities in the Company from time to time as per the requirements of the Listing Regulations, with the Stock Exchanges and Companies Act, 2013 read together with the Rules and Schedules thereunder. The policy and details of familiarization programme imparted to the Independent Directors of the Company is available at www.vantageinstitute.in

BOARD EVALUATION:

According to the provisions of the Companies Act, 2013, to evaluate the performance of the Board as a whole, a structured questionnaire was prepared covering various aspects of the Board's functioning, the composition of the Board and its committee, execution, and performance of specific duties, obligations and the same was circulated amongst the Board of Directors for their feedback. The Board of Directors expressed their satisfaction with the evaluation process.

Further, in compliance with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non-Independent Directors at a separate meeting of the Independent Directors.

The brief details of all members of the Board are annexed to this report.

The following persons are the Directors and Key Managerial Personnel of the Company:

LISTING:

The equity shares of the Company are listed on the nationwide trading terminals of BSE Ltd.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, the Board of Directors of our Company, to the best of their knowledge and ability confirm that:

1. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. Appropriate Accounting Policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the Profit and Loss Account for the Financial Year 2023-24 have been made.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and preventing & detecting fraud and other irregularities;

4. The Annual Accounts have been prepared on going concern basis;

5. The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, prevention & detection of frauds / errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information (Internal Financial Controls), are adequate and were operating effectively;

6. Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company complies with the regulations of the Act. The Company has a Policy in place for the same. During the year under review, no case was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to the conservation of energy, technology absorption, foreign exchange earnings, and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished hereunder:

1. Conservation of Energy and Power consumption:

These provisions are not applicable but the Company has nevertheless continued to accord priority to conservation of energy and is continuing its efforts to utilize energy more efficiently.

2. Technology Absorption and Research & Development:

These provisions are not applicable. The company has not absorbed any technology or any research and development work has been carried out.

3. Foreign Exchange Earnings Outgo: NIL

AUDITORS AND AUDIT REPORT:

M/s. Bhatter & Associates, Chartered Accountants (Firm Reg. No. 131411W) were appointed as Statutory Auditors of the Company from the conclusion of the 9th Annual General Meeting until the conclusion of the 14th Annual General Meeting to be held in the year 2028.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Bhatter & Associates, Chartered Accountants, Statutory Auditors, in their report on the Company's financial statements for the year ended on March 31, 2024.

EXTRACT OF ANNUAL RETURN:

A copy of the Annual Return as provided under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Company's website and can be accessed at www.vantagein.co.in.

SECRETARIAL AUDIT:

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/S Kushla Rawat partner of M/s. Kirti Sharma and Associates, Practicing Company Secretary (ACS No. 41645, CP No. 26705), to undertake secretarial audit of the Company.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed to this Report as Annexure III.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL, AND PARTICULARS OF EMPLOYEES:

The information required to be disclosed in the Board's Report under Section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure IV.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations'), your Company has formulated a Policy on Related Party Transactions which is available on Company's website at www.vantagein.co.in. This Policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria for giving the omnibus approval by the Audit Committee within the overall framework of the Policy on Related Party Transactions.

Pursuant to Regulation 23 of the Listing Regulations, all related party transactions were placed before the Audit Committee on a quarterly basis for their review and approval.

Further, the Policy on materiality of Related Party Transactions is available on the website of the Company at www.vantagein.co.in

During the financial year ended March 31, 2024, no contracts or arrangements were entered with related parties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013. The transactions entered into by the Company with Related Parties are at Arm's Length Price and in the ordinary course of business.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the regulators or Courts that would impact the ongoing concern status of the Company and its future operations.

AUDITORS OBSERVATIONS/COMMENTS:

The Secretarial audit report has addressed some of the issues and observations and the comments of the Auditors are self-explanatory. The management was actively pursuing the issue of non-compliance as disclosed in the Secretarial Audit Report under Form No MR-3 and the management of the Company is in the process of rationalizing the issues.

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India has revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from October 1, 2017. The Company has devised proper systems to ensure compliance with its provisions and complies with the same.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had 6 (Six) Board meetings during the financial year under review. The dates on which the Board meetings were held are April 24, 2023, June 20, 2023, August 12, 2023, November 10, 2023, December 27, 2023 and February 14, 2024.

ASSOCIATE/SUBSIDIARY/WHOLLY OWNED SUBSIDIARY:

During the period under review, the Company does not have any associate/subsidiary/wholly owned subsidiary.

CORPORATE SOCIAL RESPONSIBILITY :

Since, the Company does not fall under the criteria stated under Section 135 of the Companies Act, 2013, the Company has not developed or implemented a policy for Corporate Social Responsibility. In view of the same, no CSR initiative was undertaken by the Company.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company has a Policy relating to the appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors, and other related matters as provided under Section 178(3) of the Companies Act, 2013 and the provisions of Listing Regulations.

CORPORATE GOVERNANCE:

During the year under review, the Net Worth of the Company was less than Rs. 25 Crores respectively as of 31st March 2024 , therefore Corporate Governance provisions as specified in Regulations 17, 18, 19, 20 21, 22, 23 24, 24A, 25, 26, 27, and clause (b) to (i) of sub regulation (2) of regulation 46 and para-C, D and E of the Schedule V of SEBI (Listing Obligations and Disclosure Requirement), Regulation 2015 does not apply to the Company.

Whenever this regulation becomes applicable to the Company at a later date, the company will comply with the requirements of those regulations within six months from the date on which the provisions became applicable to our Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Management's discussion and analysis is set out in this Annual Report.

AUDIT COMMITTEE:

Pursuant to the provisions of section 177 of the Companies Act, 2013, the Composition of the Audit Committee consists of the following members:

During the year four (4) Audit Committee meetings were held on April 24, 2023, August 12, 2023, November 10, 2023, and February 14, 2024.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the provisions of section 178 of the Companies Act, 2013, the Composition of the Stakeholders Relationship Committee consists of the following members:

During the year four (4) Stakeholder Relationship Committee meetings were held on April 24, 2023, August 12, 2023, November 10, 2023, and February 14, 2024.

REMUNERATION COMMITTEE:

The Composition of the Remuneration Committee consists of the following members:

During the year one remuneration committee meeting was held on February 14, 2024.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuance to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has framed Vigil Mechanism/ Whistle Blower Policy ("Policy") to enable directors and employees, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.vantagein.co.in.

INVESTOR SERVICES:

As the members are aware, the Company's shares are tradable compulsorily in electronic form with effect from and your company has established connectivity with both the depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Given the numerous advantages offered by the Depository system, members are requested to avail of the facility of de-materialization of the Company's shares on either of the Depositories as aforesaid.

HUMAN RESOURCES:

Your Company considers people as one of the most valuable resources. It believes in the theme that the success of any organization depends upon the engagement and motivation level of employees. All employees are committed to their work and proactively participate in their area of operations. The Company's HR philosophy is to motivate and create an efficient workforce as manpower is a vital resource contributing towards the development and achievement of organizational excellence.

RISK MANAGEMENT POLICY OF THE COMPANY:

According to Section 134 (3) (n) of the Companies Act, 2013 & Regulation 17 of Listing Regulations the Company has formulated risk management policy and the same has been placed on the company website. At present the company has not identified any element of risk which may adversely affect the functioning of the company. Risk Management Policy placed on the Company's website at www.vantagein.co.in

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which applies to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Company's website at www.vantagein.co.in

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for the Prevention of Insider Trading intending to regulate trading in securities by the Directors and designated employees of the Company. Said code of conduct is in line with SEBI (Prohibition of Insider Trading) Regulations, 2015 The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information concerning the Company and during the period when the Trading Window is closed. The Board is responsible for the implementation of the Code. All the Directors and the designated employees have complied with the Code.

POLICY ON PRESERVATION OF DOCUMENTS:

The Company has adopted a Preservation of Documents Policy for preservation of documents as defined under Regulation 9 of the SEBI Listing Regulations. The said policy is available on the website of the Company at www.vantageinstitute.in.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT:

During the year under review, no frauds were reported by the auditors to the Audit Committee or the Board pursuant to the provisions of Section 143(12) of the Companies Act, 2013.

• 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.

• Disclosure Under Section 54(l)(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.

Disclosure Under Section 62(1)(b) of the companies act, 2013

The Company has not issued any equity shares under the 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.

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 under Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

• Green Initiatives

As part of our green initiative, electronic copies of this Annual Report including the Notice of the 11^th AGM are sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of this Annual Report including the Notice of the 11^th AGM are sent by permitted mode.

The Company is providing an e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is under Section 108 of the Companies Act, 2013, and Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Note annexed to the Notice.

ACKNOWLEDGMENTS

The Board wishes to place on record their appreciation for the sincere efforts of the Director, employees, and the cooperation extended by the Bankers, Shareholders, clients, and associates for their continued support towards the conduct of the Company.

Place: Mumbai