Your Directors are pleased to present their 26^th Annual Report on the state of affairs of the Company
together with the Audited Statement of Accounts and the Auditors' Report of G-TEC JAINX
EDUCATION LIMITED (Formerly known as Keerti Knowledge & Skills Limited) ["the Company'] for
the year ended March 31^st, 2025.

Financial Results

The summarized financial performance (Standalone & Consolidated) of the Company for the financial year
ended March 31, 2025 is given below:

[Amount in tarsi

Review of Operations
Standalone:

During the year under review, the Standalone total Income was Rs. 533.90lacs against
Rs. 609.88 lacsfor the corresponding previous year.

Total Comprehensive loss for the period was Rs.275.27lacsas against the profit of Rs. 88.94lacsin the
corresponding previous year

Consolidated:

During the year under review, the consolidated total Income was Rs.788.85Lacs as against Rs. 842.95
Lacs for the corresponding previous year.

Total Comprehensive consolidated loss for the period was Rs.337.85 Lacs /- as against the Loss of Rs.
11.72 Lacs in the corresponding previous year.

Transfer to Reserves

This year Company does not have enough profit to transfer in reserve.

Change in the Nature of the Business:

There is no change in the nature of the business during the year under review

Dividend

Due to loss incurred by the Company, your Directors have not recommended any dividend for the year
under review.

State of Company's Affairs

Your Company has performed well and your Directors are relentlessly striving for the betterment of the
business and simultaneously your Directors are optimistic about the future and expect the business to
perform much better in the forthcoming years

Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to
the report as "Annexure I" and is incorporated herein by reference and forms an integral part of this
report.

Share Capital

As on 31^st March, 2025, the Authorised share capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty
Five Crore only) divided into 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of Rs 10/-(Rupees Ten
only) each; and Issued, Subscribed and Paid up share capital of the Company is Rs. 10,18,90,980/-
(Rupees Ten Crore Eighteen Lacs Ninety Thousand Nine Hundred Eighty only) divided into 1,01,89,098
(One Crore One Lakh Eighty-Nine Thousand Ninety-Eight) Equity Shares of Rs. 10.00/- (Rupees Ten
only) each.

The Company has only one class of equity shares having at par value of Rs. 10/- per share. Each holder of
equity shares entitled to one vote per share.

Directors and Key Managerial Personnel

> Inductions / Appointment or Re-appointment of Director:

1. In accordance with section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of
the Company Mr. Roychand Chenraj (DIN: 01356394), Director of the Company, retires by rotation and
being eligible; offers himself for re-appointment at the forthcoming 26^thAnnual General Meeting. The
Board recommends the said reappointment for shareholders' approval.

2. Based on the recommendation of the Nomination and Remuneration Committee and approval of the
same by the Board at its meeting held on August 05, 2025, Mr. Manish Heeralal Chandak (DIN:
08220007), Independent Director was re-appointed for a second term of five years with effect from 04^th

September, 2025 to 03^rd September, 2030, resolution in this behalf is set out at Item No.3 of the Notice of
Annual General Meeting, for Members' approval.

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as
prescribed under the applicable regulations and that they are not disqualified from being appointed as
directors in terms of Section 164(2) of the Companies Act, 2013.

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company are:

Declaration by Independent Directors

The Company has received the necessary declaration from each Independent Director in accordance with
Section 149(7)of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she
meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the
SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status
as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and
experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder)
of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent
Directors of the Company have included their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.

Board Meetings

Dates for Board Meetings are well decided in advance and communicated to the Board and the
intervening gap between the meetings was within the period prescribed under the Companies Act, 2013
and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II
Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the
Board in advance. The Board periodically reviews compliance reports of all laws applicable to the
Company. The Board meets at least once a quarter to review the quarterly financial results and other
items on the agenda and also on the occasion of the Annual General Meeting ('AGM') of the
Shareholders. Additional meetings are held, when necessary.

Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever
the need arises for transacting business. The recommendations of the Committees are placed before the
Board for necessary approval and noting.

During the year 05 (Fifth) Board Meetings were held during the year ended 31^st March, 2025, the dates
which are 16^th May, 2024, 1^st July, 2024, 7^th August, 2024, 13^th November, 2024 and 8^th February, 2025.

Attendance details of Directors for the year ended March 31, 2025 are given below:

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of the Company met separately on 31^stMarch, 2025 without the presence of
Non-Independent Directors and members of Management. In accordance with the provisions under
Section 149 and Schedule-IV of the Companies Act, 2013. The following matters were, inter alia,
reviewed and discussed in the meeting:

• Evaluated the performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluated the performance of the Chairman of the Company taking into consideration the views
of Executive and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

All the Independent Directors were present at the meeting and was satisfied with the performance of the
Non-Independent Directors and the Board as a whole and with the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

The details of meeting are as under:

Discussions with Independent Directors

The Board's policy is to regularly have separate meetings with Independent Directors, to update them on
all business-related issues, new initiatives and changes in the industry specific market scenario. At such
meetings, the Executive Directors and other Members of the Management make presentations on
relevant issues.

The policy for Familiarization Programmed for Independent Directors is available on our website
www .gtecjainxeducation.com

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR)
Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of its Committees. The Directors
expressed satisfaction with the evaluation process.

Composition of Audit Committee

Your Company has formed an Audit Committee as per the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All
members of the Audit Committee possess strong knowledge of accounting and financial management.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the
Management's financial reporting process, to ensure accurate and timely disclosures, with the highest
levels of transparency, integrity and quality of financial reporting. The Committee oversees the work
carried out in the financial reporting process by the Management, the statutory auditor and notes the
processes and safeguards employed by each of them.

The Committee met 4 (Four) times during the year, the details of which are given in the Corporate
Governance Report along with composition of the Committee and their attendance.

Composition of Nomination & Remuneration Committee

Your Company has formed a Nomination & Remuneration Committee to lay down norms for
determination of remuneration of the executive as well as non-executive directors and executives at all
levels of the Company. The Nomination & Remuneration committee has been assigned to approve and
settle the remuneration package with optimum blending of monetary and non-monetary outlay.

The Committee met 4 (Four) times during the year, the details of which are given in the Corporate
Governance Report along with composition of the Committee and their attendance.

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of
Directors. This policy also lays down criteria for selection and appointment of Board Members. The
Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration
structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary
grade approved by the Members. The Nomination & Remuneration committee has been assigned to
approve and settle the remuneration package with optimum blending of monetary and non-monetary
outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination
and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to
Directors and Key Managerial Personnel.

During the year, there have been no changes to the Policy. The same is annexed to this report as
Annexure II and is available on our websitewww.gtecjainxeducation.com.

Details of remuneration paid to Directors and Key Managerial Personnel are given in the Corporate
Governance Report along with shareholding in a Company.

Composition of Stakeholders Relationship Committee

Your Board has constituted a Stakeholders Relationship Committee to specifically look into the
mechanism of redressal of grievances of shareholders etc. The Committee reviews Shareholder's /
Investor's complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition,
split/ consolidation of share certificates, issue of duplicate share certificates, etc. This Committee is also
empowered to consider and resolve the grievance of other stakeholders of the Company including
security holders.

The Committee met 04(Four) times during the year, the details of which are given in the Corporate
Governance Report along with composition of the Committee and their attendance.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the
Company hereby confirm 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 were operating 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.

Particulars of Employees and Related Disclosures

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the
Company, is enclosed as Annexure III and forms part of this Report.

Further, no employee of the Company is earning more than the limits as prescribed pursuant to Section
197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Amendment Rules, 2016 in respect of employees of the Company.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure IV
and forms part of this Report.

Annual Return:

Pursuant to Notification dated 28th August, 2020 issued bythe Ministry of Corporate Affairs as
published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual
Return in Form MGT-9 is not required tobe annexed herewith to this report. However, the Annual
Return will be made available at the website of the Company at: www.gtecjainxeducation.com

Details of Subsidiary/Joint Ventures/Associate Companies

The Company has two wholly owned subsidiary Company, namely, Keerti Institute India Private
Limited (KIIPL) and G-Tec Jain Keerti Career Education Private Limited (Formerly Known as Keerti
Tutorials India Private Limited)

The Statement AOC-1 pursuant to the provisions of Section 129 (3) of the Companies Act, 2013read with
Rule 5 of the Companies (Accounts) Rules, 2014 regarding Subsidiary Company is enclosed as Annexure
V and forms part of this Report.

Auditor's appointment

The Members of the Company on September 27, 2022, was re-appointed M/s. N K Mittal & Associates,
Chartered Accountants (Firm Registration No. 113281W) as the statutory auditors of the Company till
the conclusion of 28^thAnnual General Meeting (i.e., to conduct the Statutory Audit of the Company from
the Financial Year 2022-23 upto the Financial Year 2026-27), at such remuneration agreed between the
Board and Statutory Auditor. Further, Auditors Report as issued by M/s. N K Mittal & Associates.,
Chartered Accountants, Auditors of the Company is self-explanatory and need not call for any
explanation by your Board.

-In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board
at its meeting held on August 05, 2025, based on recommendation of the Audit Committee, has approved
the appointment of Mrs. Kavita Joshi, Practising Company Secretaries, a peer reviewed firm as
Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2024-25
till FY 2028- 29, subject to approval of the Members at the ensuing AGM

Secretarial Audit

In terms of Section 204 of the Act and Rules made there under, M/s. Kavita Raju Joshi, Practicing
Company Secretaries, have been appointed Secretarial Auditors of the Company. The Secretarial Audit
Report is enclosed as Annexure VI to this report.

Annual Secretarial Compliance Report

M/s. Deep Shukla & Associates, Practicing Company Secretaries, have been appointed to give Annual
Secretarial Compliance Certificate. The Annual Compliance Certificate is enclosed as Annexure VII to
this report.

Internal Audit & Controls

The Company has in place adequate internal financial controls with reference to the financial statement.
The Audit Committee of the Board periodically reviews the internal control systems with the
management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed
and follow-ups are taken thereon.

Further, Ms. Geeta Basant Tilwani appointed as internal auditor for the further period of 5 years with
effect from the Financial Year 2023-24 upto the Financial Year 2027-28 from acting as an Internal Auditor
of the Company.

Employees' Stock Option Plan

The Company has not provided stock options to any employee.

Vigil Mechanism

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, 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.gtecjainxeducation.com. The employees of
the Company are made aware of the said policy at the time of joining the Company.

Related Party Transactions

All Related Party transactions that were entered into during the financial year under reference were on
the arm's length basis and were in ordinary course of business and in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. There are no materially significant related party transactions between the Company
and the Promoters, Directors, Key Managerial Personnel, Subsidiaries, relatives or other designated
persons, which may have a potential conflict with the interest of the Company at large. Accordingly,
particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the
justification for entering into such contract or arrangement in form AOC-2 in terms of Section 134 of the
Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

All Related Party Transactions were placed before the Audit Committee and have been approved by the
Board. Omnibus approval of Audit Committee is obtained for the transactions that are foreseen and
repetitive in nature.

Your Company has formulated a policy on related party transactions, which is also available on
Company's website www.gtecjainxeducation.com.

The details of the related party transactions as per Accounting Standard 18 are set out in the Significant
Accounting policies part of this report.

Risk Management Policy

The Company has laid down the procedure to inform the Board about the risk assessment and
minimization procedures. These procedures are reviewed by the Board annually to ensure that there is
timely identification and assessment of risks, measures to mitigate them, and mechanisms for their
proper and timely monitoring and reporting.

Corporate Governance Report

We ensure that, we evolve and follow the corporate governance guidelines and best practices sincerely,
not only to boost long-term shareholder value, but also to respect minority rights. We consider it as our
inherent responsibility to disclose timely and accurate information regarding our operations and
performance, as well as the leadership and governance of the Company.

Pursuant to the Listing Regulations, the Corporate Governance Report along with the Certificate from a
Practicing Chartered Accountants, regarding compliance of conditions of Corporate Governance, is
annexed as Annexure VIII and forms part of this Report.

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year under review under
Section 76 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest,
refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as
on March 31, 2025.

Particulars of Loans, Guarantees or Investments Under Section 186

Particulars of Loans, Guarantees given and Investments made during the year covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Conservation of Energy, Research and Development, Technology Absorption and Foreign Exchange

A. Conservation of Energy:

We continue to strengthen our energy conservation efforts. We are always in lookout for energy
efficient measures for operation and value conservation of energy through usage of latest
technologies for quality of services. Although the equipments used by the Company being in the
business of trading and marketing of agricultural inputs are not energy sensitive by their very
nature, still the Company is making best possible efforts for conservation of energy, which
assures that the computers and all other equipments purchased by the Company strictly adhere
to environmental standards, and they make optimum utilization of energy.

The Company has also put in place the continuous process of identifying and replacing in a
phased manner, the machinery used like Computers, Air Conditioners and UPS etc., which are
low in efficiency.

B. Research and Development (R&D)

The Company believes that in order to improve the quality and standards of services, the
Company should have a progressive Research and Development Process, which should keep on
increasing along with the scale of operations of the Company.

C. Technology absorption, adaptation and innovation

In this era of competition, in order to maintain and increase the clients and customers, we need to
provide best quality services to our clients and customers at minimum cost, which is not possible
without innovation, and adapting to the latest technology available in the market for providing
the services. The management of your Company is focused on the ongoing process of technology
up gradation, and reinvention of business model of your Company, as and when required.

D. Foreign Exchange Earning and Outflow

During the year under review, there was no earning or outgoing in foreign exchange.

Cost Audit

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable
provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost
Audit is not applicable to our Company.

Corporate Social Responsibilities (CSR)

The Company is committed to discharging its social responsibility as a good corporate citizen.

During the year under review, the Company has not expended any amount towards CSR activities as the
same is not applicable to the Company pursuant to section 135 of the Companies Act, 2013.

Obligation of Company Under The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th
December, 2013. Under the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and
has set up Committee for implementation of said policy. During the year Company has not received any
complaint of harassment.

Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable
secretarial standards issued by The Institute of Company Secretaries of India and such systems are
adequate and operating effectively.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the Regulators / Courts / Tribunals which
would impact the going concern status of the Company and its future operations.

Material Changes and Commitments Affecting the Financial Position of the Company:

There have been no 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.

Acknowledgement

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else
with whose help, cooperation and hard work the Company is able to achieve the results. The Directors
would also like to place on record their appreciation of the dedicated efforts put in by the employees of
the Company.

For and on behalf of the Board of Directors
G-TEC JAINX EDUCATION LIMITED

(Formerly known as Keerti Knowledge & Skills Limited)

Place: Mumbai
Date:05/08/ 2025

Mehroof Ifthikar Manalody Sudhakar Pandurang Sonawane

Managing Director Joint Managing Director

DIN:02713624 DIN:01689700

Regd. Office:

Office No. 302, B-Wing,

Pinnacle Corporate Park,

Bandra Kurla Complex, Bandra(East),

Mumbai -400051, Maharashtra, India