Warrants up to Rs. 42,00,00,000, CFO change, subsidiary sale approved; auditor's review qualified
Board meeting of 21.10.2026 approved unaudited standalone & consolidated results for the quarter ended 30.09.2026, with a Limited Review Report headed Qualified Opinion.
By ScoutQuest · · 4 min read
| Line item | Latest | Year ago | YoY | Prev qtr | QoQ |
|---|---|---|---|---|---|
| Revenue from operations | 6.89 | — | — | 3.19 | +116% |
| Total income | 24.83 | 18.41 | +34.9% | 26.05 | −4.7% |
| Profit before tax | 2.94 | (15.65) | — | 7.00 | −58% |
| Profit after tax | 2.94 | (15.65) | — | 7.00 | −58% |
| Total comprehensive income | 2.94 | (15.65) | — | 7.00 | −58% |
| Basic EPS | 0.001 | (0.004) | — | 0.001 | 0% |
- Total income
- Latest 24.83; Year ago 18.41 (+34.9%); Prev qtr 26.05 (−4.7%)
- Profit after tax
- Latest 2.94; Year ago (15.65); Prev qtr 7.00 (−58%)
- Period
- 30-Sep-26 Un-Audited
Also decided at the meeting
- Took on record resignation of Mr. Gaurav Garg as Chief Financial Officer with effect from 21st October 2026.
- Appointed Mr. Krishan Bansal as Chief Financial Officer and Executive Director of the Company.
- Approved sale/disposal of the Company's subsidiary, M/s Shikshan School Private Limited.
- Approved issue of up to 42,00,00,000 fully convertible warrants at Re. 1/- each on preferential basis to promoter and non-promoter allottees, aggregating up to Rs. 42,00,00,000/-; 25% payable upfront.
- Approved alteration of Articles of Association by inserting clause 'Further Issue of Capital', subject to shareholder approval.
- Approved postal ballot notice; appointed Mr. Shiva Nishad as scrutinizer; cut-off date October 16, 2026; e-voting October 23 to November 21, 2026.
Auditor's review
Conclusion: Disclaimer of conclusion
- Auditor states it does not express a conclusion on the statement, in view of matters in points 6 to 10 (report headed 'Qualified Opinion').
- Misappropriation of Rs 88,17,931/- by former CFO & Director Mr Ankit Sharma in FY 2024-25 not recovered; no provision made.
- No sufficient evidence that Rs 10,68,75,000/- warrant proceeds were utilised as per approved purpose.
- Undocumented advance of Rs.5,32,20,571/- for land at Gurugram, loans & advances of Rs 21,44,00,000/- and Rs 6,37,09,996/- paid against training expenses.
Notes to the results
- Note 2 states there are no qualifications in the auditors' limited review report, contrary to the auditor's report.
- Provision for Income Tax shall be made at the end of the year.
Board meeting on 21.10.2026: the headline decisions
The board met on Wednesday, 21 October 2026, from 02:00 PM to 10:10 PM, and approved a set of corporate actions along with the quarterly numbers.
- Results: unaudited standalone and consolidated financial results for the quarter ended September 30, 2026 were approved and taken on record along with the Limited Review Report.
- CFO change: Mr. Gaurav Garg resigned as Chief Financial Officer with effect from 21 October 2026. Mr. Krishan Bansal was appointed Chief Financial Officer and Executive Director.
- Subsidiary: approval for the sale/disposal of the company's subsidiary, M/s Shikshan School Private Limited.
- Fund raising: issue of up to 42,00,00,000 Fully Convertible Warrants on a preferential basis.
- Other items: statement of deviation and variation for the quarter ended 30th September 2026, alteration of the Articles of Association to insert a "Further Issue of Capital" clause, and a postal ballot to seek members' approval for these decisions.
The warrant issue in detail
- Up to 42,00,00,000 Fully Convertible Warrants, each convertible into one fully paid-up equity share of face value Re. 1/-.
- Issue price of Re. 1/- per warrant; aggregate amount up to Rs. 42,00,00,000/-.
- Proposed allottees belong to the "Promoter/Promoter Group" and "Non-Promoter, Public Category", on a preferential basis, in one or more tranches.
- On allotment, an amount equal to 25% of the total issue size is to be called upfront from the proposed allottees.
- The issue is subject to approval of shareholders and other regulatory authorities.
For scale, paid-up equity share capital as at 30.09.2026 was Rs 5,661.64 lakhs, with a face value of Rs. 1/- per share (amount in Lacs).
Postal ballot and e-voting
- Cut-off date for dispatch and e-voting: October 16, 2026
- Dispatch of postal ballot notice: October 22, 2026
- E-voting period: 9:00 a.m. on October 23, 2026 up to 5:00 p.m. on November 21, 2026
Mr. Shiva Nishad, Partner of M/s Krishan Rakesh & Co., was approved as Scrutinizer, and NSDL as the agency for remote e-voting.
The auditor's review: a qualified opinion
The Limited Review Report on both the standalone and the consolidated results is headed Qualified Opinion. The points it draws attention to:
- Misappropriation of ~₹ 88.18 lakh by the company's then Chief Financial Officer & Director, Mr. Ankit Sharma, through fictitious payments, unsupported expenses and unauthorized fund transfers during the financial years 2024-25, as per the findings of the special audit report dated 28.05.2025. The amount had not been recovered as of the date of the report and the company is in the process of initiating legal and disciplinary proceedings. No provision has been made in the financial statements for the said loss.
- The auditor states that the company has to record an impairment and provision of ~Rs 88.18 lakh in the financial statements, pending full recovery and resolution.
- On the 14.25 crore fully convertible warrants of Rs 1/- each allotted on a preferential basis to other than promoters under the shareholders' resolution of 10.09.2024: 25% of the warrant issue price was received in 2024-25 and the balance 75%, amounting to ~Rs 10.69 crore, was received during 2025-26. The auditor says sufficient evidence and documents were not received to satisfy that the amount was utilised for the purpose mentioned under the approval.
- Advance of ~Rs 5.32 crore given up to 30th September 2026 for purchase of land at Gurugram, where management was unable to provide proper documents in support of the transaction.
- Loan & Advances of Rs 21,44,00,000/- up to 30th September 2026, where management was unable to provide the nature of the advances and documentation.
- Rs 6,37,09,996/- paid up to 30th September 2026 against training expenses payable, in respect of which no supporting documents were provided.
The notes to the standalone results state that there are no qualifications in the report issued by the auditors, while the review reports themselves are headed Qualified Opinion.
Results snapshot (standalone, amount in Lakhs)
- Revenue from operations: 6.89 for the quarter ended 30.09.2026
- Total Revenue from operations (net): 24.83 for the quarter; 40.80 for the half year ended 30.09.2026
- Net Profit / (Loss) for the period: 2.95 for the quarter; 9.96 for the half year ended 30.09.2026
In the statement of assets and liabilities as at 30.09.2026, total assets stood at 8,367.80 and equity share capital at 5,661.64 (amount in Lacs).
What a retail investor can track from here
- The postal ballot outcome for the warrant issue and the change to the Articles of Association.
- Progress on recovery of the ~₹ 88.18 lakh and the provision/impairment the auditor refers to.
- Completion of the sale/disposal of Shikshan School Private Limited.
- Evidence of how proceeds from the earlier preferential warrant allotment were used.
Also from Virtual Global Education
Board approves proposal for sale of subsidiary Shikshan School Private Limited
21 Oct 2026
Board approves preferential allotment of fully convertible warrants at Re. 1 per warrant
21 Oct 2026
Board approves appointment of Krishan Bansal as CFO and Executive Director
21 Oct 2026
More numbers
- Fully Convertible Warrants proposed to be issued42,00,00,000
- Aggregate warrant issue sizeRs. 42,00,00,000/-
- Portion of issue size called upfront on allotment25%
- Amount misappropriated (per special audit findings)₹ 88,17,931/-
- Advance for purchase of land at GurugramRs 5,32,20,571/-
- Loan & Advances givenRs 21,44,00,000/-
- Revenue from operations, standalone, quarter ended 30.09.20266.89 (Rs in Lakhs)
- Net Profit / (Loss) for the period, standalone, quarter ended 30.09.20262.95 (Rs in Lakhs)
- Total income, latest quarter24.83 (in Lakhs)
- Total income, year-ago quarter18.41 (in Lakhs)
- Total income, previous quarter26.05 (in Lakhs)
- Total comprehensive income, latest quarter2.94 (in Lakhs)
- Total comprehensive income, year-ago quarter(15.65) (in Lakhs)
- Total comprehensive income, previous quarter7.00 (in Lakhs)
- Profit after tax, latest quarter2.94 (in Lakhs)
- Profit after tax, year-ago quarter(15.65) (in Lakhs)
- Profit after tax, previous quarter7.00 (in Lakhs)
- Revenue from operations, latest quarter6.89 (in Lakhs)
- Revenue from operations, previous quarter3.19 (in Lakhs)
- Profit before tax, latest quarter2.94 (in Lakhs)
- Profit before tax, year-ago quarter(15.65) (in Lakhs)
- Profit before tax, previous quarter7.00 (in Lakhs)
- Revenue from operations, year-ago quarter-
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