Your Directors have pleasure in presenting the 26^th Annual Report with Audited Statements of
Accounts for the year ended March 31, 2024.

FINANCIAL RESULTS:

The performance during the period ended March 31, 2023 has been as under:

(Amount in Rs.)

PERFORMANCE REVIEW:

During the year under review, overall performance of the Company was reasonable considering
to the sector and market conditions. The revenue of the Company is Rs. 849,483,759/-
compared to Rs. 424,762,800/- in the previous year and the profit after tax for the year is Rs.
23,75,813/-

The Company is striving towards quality up-gradation and cost reduction plans for achieving
greater stability and operation efficiency in the market.

CHANGE IN THE NATURE OF BUSINESS. IF ANY:

There is no change in the nature of business during Financial Year under review.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY:

Apart from the above stated, there are no material changes and commitments affecting the
financial position of the Company which occurred between the end of the Financial Year to
which the Financial Statements relate and the date of the report.

PUBLIC DEPOSITS:

The Company has not accepted any deposits falling within the meaning of Sec.73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during
the financial year under review and as such no amount of principal or interest on public deposits
was outstanding as on the date of balance sheet.

APPROPRIATIONS:

Transfer to Reserves

The company has transferred Rs. 23,75,813/- to Retained earnings during the Financial
Year under review.

Apart from above, no amounts were transferred to the reserves.

Dividend

Due to conservation of profits, the Company has not declared any dividend during the Financial Year
under review.

CAPITAL OF THE COMPANY:

During the year under review, the Authorized Share Capital of the Company is
Rs.13,00,00,000/- (Rupees Thirteen Crore only) divided into 3,25,00,000 (Three Crore and
Twenty Five Lakh) Equity Shares of Rs. 4/- (Rupees Four only) each.

The Issued, Subscribed and Paid up Capital of the Company as on March 31, 2023 is
Rs.4,20,17,200/- (Four Crore Twenty Lakh Seventeen Thousand and Two Hundred only)
divided into 1,05,04,300 (One Crore Five Lakh Four Thousand and Three Hundred) Equity
Shares of Rs.4/- (Rupees Four only) each.

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.

DIRECTORS AND KMP:

Appropriate resolutions for the appointment/re-appointment of Directors are being placed before

you for your approval at the ensuing Annual General Meeting. The brief resume of the Directors
and other information have been detailed in the Notice. Your Directors recommend their
appointment/re-appointment as Directors of your Company.

Mr. Rajesh Gandhi was appointed as Additional Director of the Company at its Board Meeting
held on 21^st April, 2023.

In accordance with the Companies Act, 2013 read with Articles of Association of the company
the Director namely Mr. Rajesh Gandhi (DIN: 02120813), retires by rotation at the forthcoming
Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors
recommend his re-appointment at the ensuing Annual General Meeting.

Further, Mr. Praveen Kumar Jain resigned from the post of Whole-time Director and Chief
Financial Officer w.e.f 01^st May, 2023.

The Board of Directors at the Board Meeting held on 03^rd May, 2023 has appointed Mr.
Umasankar Mylapur Prakash Rao as Whole-time Director and Chief Financial Officer of the
company.

Mr. Vivek Kumar Singh, Mr. Nagendra Singh, Ms. Mehak Sharma, Mr. Ashok Kumar Singh and
Ms. Seema Singh have tendered their resignation from the post of Directors of the company
w.e.f 16th May, 2023.

The Company has appointed Mr. Padamkumar Jabbarchand Gandhi and Mr. Prabhaker Reddy
Aedla as Additional Directors at its Board Meeting held on 21^st June, 2023

Mr. Amardeep Kumar was appointed as the Additional Non- Executive Director of the Company
w.e.f 10.11.2023.

Ms. Muskan resigned from the post of Company Secretary and Compliance Officer of the
Company w.e.f 16^th May 2023. Further, Mr. Aditya Agarwal was appointed as the Company
Secretary and Compliance Officer of the Company w.e.f 02^nd June, 2023.

Further, apart from mentioned above, there were no appointments and resignation of
Directors and KMP during the Financial Year under review.

MEETINGS:

During the year under review, the Board of Directors duly met 10 (Ten) times on 21.04.2023,
03.05.2023, 16.05.2023, 29.05.2023, 02.06.2023, 21.06.2023, 14.08.2023, 05.09.2023,

14.11.2023 and 14.02.2024 in respect of which meetings, proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

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

BOARD EVALUATION:

Your Company believes formal evaluation of the board and of the individual Directors, on an
annual basis, is a potentially effective way to respond to the demand for greater board
accountability and effectiveness. For the Company, evaluation provides an ongoing means for
Directors to assess their individual and collective performance and effectiveness. In addition to
greater board accountability, evaluation of board members helps in;

a. More effective Board process

b. Better collaboration and communication

c. Greater clarity with regard to member’s roles and responsibilities

d. Improved Chairman - Directors and Board relations

The evaluation process covers the following aspects:

Self-evaluation of Directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the Non-Executive Directors to the chairman

- Feedback on management support to the board.

Pursuant to Section 178 of the Companies Act, 2013 the Nomination and Remuneration
Committee has evaluated the performance of individual directors in its duly convened meeting.

Pursuant to Section 134 (3) (p) of the Companies Act, 2013 read with Regulation 4(2)(f)(ii)(9) of
SEBI (LODR) Regulations, 2015, the Board carried out an annual performance evaluation of its
own performance the directors individually as well as the evaluation of the working of its Audit,
Nomination & Remuneration and Compliance Committees.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under
section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down
in Section 149(6) of the Companies Act, 2013, along with Rules framed thereunder and along
with the criteria of independence laid down under Regulation 16(1)(b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

There has been no change in the circumstances affecting their status as Independent Directors
of the Company during the Financial Year under review.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company shall through its Senior Managerial personnel familiarize the Independent
Directors with the strategy, operations and functions of the Company. The Independent
Directors will also be familiarized with their roles, rights and responsibilities and orientation on
Statutory Compliances as a Board Member.

On appointment of the Independent Directors, they will be asked to get familiarized about the
Company’s operations and businesses. An Interaction with the key executives of the Company
is also facilitated to make them more familiar with the operations carried by the Company.
Detailed presentations on the business of the Company are also made to the Directors. Direct
meetings with the Chairman and the Whole-time Director are further facilitated for the new
appointee to familiarize him/her about the Company/its businesses and the group practices as
the case may be.

CONSTITUTION OF COMMITTEES:

AUDIT COMMITTEE:

The Audit Committee of the Company is duly constituted as per Section 177 of the Companies
Act, 2013.

The Committee comprises of Three (3) members and majority of the directors are Non¬
Executive Independent Directors. The Committee had met four times during the year and the
necessary quorum was present for the meeting.

*Note: The constitution of the Audit committee was changed consequent to the
resignation of Mr. Praveen Kumar Jain from the post of Whole Time Director & CFO of the
company w.e.f 01.05.2023 and resignation of Ms. Mehak Sharma and Ms. Seema Singh
as Directors w.e.f 16.05.2023

A. NOMINATION & REMUNERATION COMMITTEE CUM COMPENSATION COMMITTEE:

The Nomination & Remuneration Committee cum Compensation Committee is duly constituted
as per Section 178 of the Companies Act, 2013.

The Committee comprises of Three (3) members and all the directors are Non-Executive
Directors. During the year, the Committee had met Two (2) times and the necessary quorum
was present at the meeting.

*Note: The constitution of the Nomination & Remuneration Committee was changed consequent
to the resignation of Mr. Mr. Nagendar Singh, Ms. Mehak Sharma and Ms. Seema Singh as
Directors w.e.f 16.05.2023.

B. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is duly constituted as per the provisions of the
Companies Act, 2013.

The Committee comprises of Three (3) members and majority of the directors are Non¬
Executive Independent Directors. During the year, the Committee had met One (1) time and
the necessary quorum was present at the meeting.

*Note: The constitution of the Stakeholders Relationship Committee was changed consequent to
the resignation of Mr. Praveen Kumar Jain from the post of Whole Time Director & CFO of the
company w.e.f 01.05.2023 and Mr. Nagendar Singh and Ms. Mehak Sharma as Directors w.e.f
16.05.2023.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES:

Particulars of every contract or arrangements entered into by the Company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s
length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as
‘Annexure-A’ to this report.

AUDITORS:

A. STATUTORY AUDITORS;

M/s Sharad Chandra Toshniwal & Co, Chartered Accountants, Hyderabad were appointed as
Statutory Auditors for a period of 5 years at the Annual General Meeting held on 25/09/2023 and
holds office till the conclusion of Annual General Meeting to be held in the year 2028.

The Auditors’ Report does not contain any qualification. Auditors’ observations are suitably
explained in notes to the Accounts and are self-explanatory.

Details in Respect of Fraud reported by Auditors: During the period under review, no fraud
reported by Statutory Auditor’s of the Company.

B. SECRETARIAL AUDITORS:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
has appointed M/s. Piyush Gandhi & Associates, Practicing Company Secretary as the
Secretarial Auditors of the Company and Secretarial Audit Report submitted is enclosed as
‘Annexure-B’ to this report.

Auditors’ observations are suitably explained in the Secretarial Audit Report and are self¬
explanatory.

C. INTERNAL AUDITORS:

M/s. V. Singhi & Associates, Chartered Accountants, Hyderabad were appointed as internal
auditor of the Company for the Financial Year under review.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of
section 148 of the Companies Act, 2013, is not required by the company and hence such
accounts and records are not maintained.

BUSINESS RESPONSIBILITY REPORT (BRR):

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13,
2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed
entities based on their market capitalization on Bombay Stock Exchange Ltd and National Stock
Exchange of India Ltd as at March 31, 2023. In view of the requirements specified, the
Company i s not mandated for the providing the BRR and hence do not form part of this Report.

CORPORATE SOCIAL RESPONSIBILITY:

The provision w.r.t. CSR is not applicable to the Company. Therefore, the Company has not
constituted CSR committee during the year 2023-24

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments during the year
underreview.

DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint Venture or Associate Company as on
March31, 2024.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE
COMPANY AND COMPANYS’ OPERTAION IN FUTURE:

No significant and material orders have been passed by the Regulators or Courts or Tribunals
impacting the going concern status and the Company’s operations in future.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Risk Management Policy in place in the Company enables the Company to proactively take
care of the internal and external risks of the Company and ensures smooth business operations.

The Company’s risk management policy ensures that all its material risk exposures are properly
covered, all compliance risks are covered and the Company’s business growth and financial
stability are assured. Board of Directors decide the policies and ensure their implementation to
ensure protection of Company from any type of risks.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and
outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 are as follows:

A. CONSERVATION OF ENERGY:

Your Company’s operations are not energy intensive. Adequate measures have been taken to
conserve energy wherever possible by using energy efficient computers and purchase of energy
efficient equipment.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings : NIL

Foreign Exchange Outgo : NIL

EXTRACT OF ANNUAL RETURN:

The copy of the Annual Return as on 31st March, 2024 pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available
on the website of the company and the same can be accessed at https://www.virgoglobal.in

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The internal Financial Controls with reference to Financial Statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observation has been received from the internal auditors of the Company for inefficiency
or inadequacy of such controls. The Company maintains appropriate system of internal control,
including monitoring procedures, to ensure that all assets are safeguarded against loss from
unauthorized use or disposition. Company policies, guidelines and procedures provide for
adequate checks and balances and are meant to ensure that all transactions are authorized,
recorded and reported correctly.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed
there under and pursuant to the applicable provision of SEBI (Listing Obligations and disclosure
Requirements) Regulations, 2015, the Company has established a mechanism through which

all stake holders can report the suspected frauds and genuine grievances to the appropriate
authority.

The Whistle blower policy which has been approved by the Board of Directors of the Company
has been hosted on the website of the Company vizvirgoglobal.in.

RISK MANAGEMENT POLICY:

The Risk Management Policy in place in the Company enables the Company to proactively
take care of the internal and external risks of the Company and ensures smooth business
operations.

CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (LODR) Regulations, 2015, the compliance with the corporate
governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26,
27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of
Schedule V of SEBI (LODR) Regulations, 2015, shall not apply, in respect of - the listed entity
having paid up equity share capital not exceeding Rs. 10 Crore (Rupees Ten Crore only) and
networth not exceeding Rs. 25 Crore (Rupees Twenty Five Crore only), as on the last day of the
previous financial year;

i. As per the Audited Financial Statements of the Company as on 31/03/2024 (last day of
previous Financial Year), the paid-up equity share capital of the Company is Rs.
4,20,17,200/- (Four Crore Twenty Lakh Seventeen Thousand and Two Hundred only) and
the networth is Rs. 80,61,370/- (Rupees Eighty Lakhs Sixty One Thousand Three Hundred
and Seventy only).

ii. In view of the above, the Corporate Governance regulations are not applicable to the
Company.

DETAILS OF COMPLAINTS/REQUESTS RECEIVED. RESOLVED AND PENDING DURING
THE YEAR 2023-24

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report highlighting the industry structure and
developments, opportunities and threats, future outlook, risks and concerns etc. is furnished
separately and forms part of this report as “ Annexure-D’

LISTING FEES:

The equity shares of your company are listed on BSE Limited. The company confirms that it
has paid Annual Listing Fees due to BSE for the financial year 2023-24

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with
respect to Directors’ Responsibility Statement, your board of Directors to the best of their
knowledge and ability confirm that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2024, the
applicable accounting standards had been followed along with proper explanation relating to
material departures;

b. The Directors had selected such accounting policies and applied them consistently and
made judgments and estimates that were 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 or loss of the Company for the year under review;

c. The Directors had taken proper and sufficient care 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 for preventing and detecting fraud and other
irregularities;

d. The Directors have prepared the accounts for the Financial Year ended March 31, 2024 on
a ‘going concern’ basis;

e. The Directors laid down internal financial controls for the Company and such internal
financial controls are adequate and operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.

The Directors state that applicable Secretarial Standards as issued by ICSI (Institute of
Company Secretaries of India) and notified by central government have been duly complied by
the Company.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration as specified in Rule 5(2) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RATIO OF REMUNERATION TO EACH DIRECTOR:

The details or remuneration pursuant to the provisions of Section 197(12) of the Companies
Act,2013 and Rule 5(1)(2) & (3) of the Companies (Appointment & Remuneration Rules,2014
are provided in Annexure to this report.

EVENT BASED DISCLOSURES:

Issue of Equity Share: N.A

Issue of Shares with Differential Rights: N.A

Issue of Shares under Employee’s Stock Option Scheme: N.A

Disclosure on Purchase by Company or giving of loans by it for purchase of its shares: N.A Buy
Buy Back of shares: N.A

Disclosure about revision: N.A Change of Name: N.A
Preferential Allotment of Share: N.A

INDUSTRIAL RELATIONS:

The Company enjoyed cordial relations with its employees during the year under review and the
Board appreciates the employees across the cadres for their dedicated service to the Company,
and looks forward to their continued support and higher level of productivity for achieving the
targets set for the future.

HUMAN RESOURCES:

Your Company treats its "human resources” as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an
ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation
and job enlargement

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of

The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,
2013. All employees (permanent, contractual, temporary, trainees) are covered under this
policy. The provision relating to constitution of Internal Complaints Committee is not applicable
to the Company

The following is a summary of sexual harassment complaints received and disposed off during
the year 2023-24:

• No. of complaints received: - NIL

• No. of complaints disposed off: - NIL

DETAILS OF APPLICATIONS MADE UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

The company has neither made any application nor is any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF.

The above clause is not applicable to the company as the company has not taken any loan from
Banks or Financial Institutions during the year under review.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED
SUSPENSE ACOUNT

As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company hereby discloses the details of
unpaid/unclaimed dividend and the respective share thereof as follows:

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the
employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents,
banks and other financial institutions and shareholders, of the Company for their continued
support.

For and on Behalf of the Board
Virgo Global Limited

Sd/- Sd/-

Umasankar Mylapur Prakash Rao Sonal Jain
Whole-Time Director/CFO Director

DIN: 08445123 DIN: 07885062

Place: Hyderabad
Date: 05.09.2024