Virtual Global Education Limited's board of directors conducted a significant meeting on February 06, 2026, addressing multiple strategic decisions including warrant conversion, executive resignations, and new appointments. The comprehensive board meeting, held from 3:00 PM to 5:10 PM, resulted in several material changes to the company's structure and leadership team.

Warrant Conversion and Capital Structure

The board approved the allotment of 2,37,50,000 equity shares through warrant conversion to Pearl Dealers Private Limited. The conversion involved warrants originally issued on preferential basis under SEBI (ICDR) Regulations, 2018.

Following this conversion, the company's issued and paid-up capital increased to Rs. 56,61,63,698/-, consisting of 56,61,63,698 equity shares of Rs. 1/- each. The newly allotted shares rank pari-passu with existing equity shares.

Executive Leadership Changes

The board addressed significant changes in the executive leadership structure. Mr. Satyendra Aryan (PAN: ALCPA6504E) tendered his resignation from the Chief Executive Officer position, effective from the close of business hours on February 06, 2026, citing personal reasons.

New CFO Appointment

Simultaneously, the board approved the appointment of Mr. Gaurav Garg as Chief Financial Officer, effective February 06, 2026. Mr. Garg brings over 15 years of experience in IT Government Business Development across multiple State Governments and PSUs, with proven expertise in strategic government engagement, partner ecosystem management, and tender acquisition.

Shareholding Impact Analysis

The warrant conversion significantly altered the company's shareholding pattern. Pearl Dealers Private Limited, previously holding no equity stake, now commands 4.19% of the total equity capital through the conversion of 2,37,50,000 warrants.

The warrants were originally allotted on August 09, 2024, carrying rights to subscribe to one equity share per warrant upon payment of the remaining 75% of the issue price. All regulatory disclosures have been submitted to BSE Limited under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring full compliance with market regulations.

Virtual Global Education Limited has received a regulatory disclosure from Kiwi Dealcom Private Limited regarding the acquisition of equity shares through warrant conversion. The disclosure, filed under Regulation 29(1) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, details the conversion of warrants into equity shares resulting in significant shareholding.

Shareholding Acquisition Details

Kiwi Dealcom Private Limited, represented by Director Dhananjay Mitra (DIN: 11146215), disclosed the acquisition of 2.375 crore equity shares through warrant conversion. The transaction was completed on January 30, 2026, as part of the company's warrant conversion exercise.

Warrant Conversion Process

The acquisition involved the conversion of warrants that were originally allotted through preferential allotment. Each warrant carried the right to subscribe to one equity share at ₹1 per warrant. The warrants were converted on January 30, 2026, following the completion of payment obligations.

Impact on Capital Structure

The warrant conversion has resulted in changes to Virtual Global Education's capital structure:

Regulatory Compliance

The disclosure was submitted to the Bombay Stock Exchange (BSE) where Virtual Global Education's shares are listed. Kiwi Dealcom Private Limited does not belong to the promoter or promoter group of the target company. The filing ensures compliance with SEBI regulations governing substantial acquisition of shares and takeovers.

The acquisition represents part of a larger warrant conversion exercise undertaken by Virtual Global Education, demonstrating investor confidence and providing additional capital for the company's operations and growth initiatives.