Ironwood Education Ltd Directors Report.

Dear Shareholders,

Your Directors presents the 37,h Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31s1 March, 2020.

Financial Results/State of Companys Affairs

During the year under review, the Company earned total consolidated revenue of 630.13 lakhs for the year as against 604.74 lakhs in the previous year. Standalone revenues during the year stood at 323.49 lakhs as against 299.41 lakhs in the previous year.

The consolidated loss for the year stood at 111.84 lakhs as against the consolidated loss before tax 283.86 lakhs in the previous year. The standalone loss for the year was 72.74 lakhs as against the standalone loss before tax of 74.31 lakhs in the previous year.

Dividend

The Directors have refrained from recommending dividend for the year under review.

Transfer to Reserves

Your Company does not recommend any amount to transfer to reserves for the financial year 2019-20.

Share Capital

The Authorised Share Capital of your Company is 1,60,00,000 Equity Shares of face value 10/- each amounting to 16,00,00,000/- (Rupees Sixteen Crores only) and the Paid-up Share Capital is 79,07,715 Equity Shares amounting to 7,90,77,150/- (Rupees Seven Crores Ninety Lakhs Seventy Seven Thousand One Hundred Fifty only). During the financial year ended March 31,2020, the Company has not issued and allotted any equity shares.

Change in the Nature of Business

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

Operations

The Companys business focus on Industry relevant training in Media, Entertainment & Sports Management under the brand name "EMDI Institute of Media & Communication" (EMDI) and "IRONWOOD SPORTS MANAGEMENT GLOBAL ACADEMY" (ISMGA) continues. The Company now offers Bachelors in Business Administration (BBA) in Event Management, Sports Management & Marketing Management in association with D Y Patil University, School of Open and Distance Learning (SODL). This initiative opens up the Companys offerings to the undergraduate students. With these courses students have an opportunity to pursue their career goals at the undergraduate level.

The Company has expanded its operations through its joint venture Company in Chennai. To start with, the Company will offer the Sports Management course in Chennai under the brand.

Impact of the CoVID-19 pandemic on the business

In March 2020, the WHO declared COVID-19 outbreak as a pandemic which has wreaked havoc across the country and the world. On 25th March, 2020, the Government of India declared the said pandemic as a health emergency and ordered temporary closure of all non-essential businesses, imposed restrictions on movement of goods/material, travel, etc. As the nature of business performed by the Company fell under nonessential category, these restrictions lead to a pause in the Companys business operations as well of its business associates. The team adapted quickly to technology for completing the Academic cycle. This also facilitated in reaching out to many Industry professionals for sessions with students. During the period, the Company has seen a lower fee recovery

from students and higher dropout ratio.

Steps taken to ensure smooth functioning of operations:

The team took on to various digital platforms quickly and completed the course delivery across all the courses. Some challenges at the users end for connectivity etc. were beyond control. However, students were given an option to access the sessions as they were recorded. Like all other educational institutions and universities, internships and employment opportunities for students were a challenge and even the students with internship opportunities had to face tough times.

For the employees that are working from office, the Company has taken various precautionary measures to ensure safety and health of the employees. In view of the lockdown restrictions, the business operations are disrupted. The other employees continue to work from home.

Estimation of the future impact of CoVID-19 on its operations:

The Companys business comprises of offering courses in Event Management & Sports Management to graduates and undergraduates. Both these sectors have been severely impacted by the pandemic. There is uncertainty of when these sectors will open up and what will be the new norm. To add to this, the uncertainty on conducting examinations for the final year students is weighing heavily in the minds of the students as well parents. Both these are likely to adversely impacted the Companys business headquartered out of Mumbai for the forthcoming Academic Year.

Directors and Key Managerial Personnel

Pursuant to provisions of Section 161(1) and all other applicable provisions, if any, of the Companies Act, 2013 and on recommendation of the Nomination & Remuneration Committee, Mr. Sujal Shah (DIN: 00058019) and Mr. Rahul Mahipal (DIN: 08813386) was appointed as an Additional Directors of the Company w.e.f. 12th June, 2020 and 18lh August, 2020 by Board of Directors of the Company at their meeting held on June 12, 2020 and August 18, 2020 respectively. Their term as a Director expires at the ensuing Annual General Meeting of the Company. The Company has received a notice in writing from a members under Section 160 of the Companies Act, 2013, proposing Mr. Sujal Shah and Mr. Rahul Mahipal as a candidature for the office of Directors of the Company and be and are hereby appointed as a Independent Directors of the Company.

The Company has received declaration from Mr. Sujal Shah and Mr. Rahul Mahipal to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act read with the Rules framed thereunder. Considering the overall experience and expertise of Mr. Sujal Shah and Mr. Rahul Mahipal, their appointment on Board as Independent Directors will be in the best interest of the Company. Accordingly, it is proposed to appoint Mr. Sujal Shah and Mr. Rahul Mahipal as Independent Directors of the Company, not liable to retire by rotation and to hold office for a term of 5 consecutive years commencing from 12th June, 2020 to 11lh June, 2025 and from 18lh August, 2020 to 17lh August, 2025 respectively.

Your Directors express their deep condolences for the untimely sad demise of Late Dr. Anil Naik, Director of the Company on 29th July, 2020. The Board places on record its appreciation for the valuable contributions made by him during his tenure with the Company.

Ms. Dhara Shah has resigned as a Chief Financial Officer of the Company with effect from closing of business hours as on August 18, 2020. The Board places on record its appreciation for the valuable contribution made by her during her tenure as a Chief Financial Officer of the Company.

In accordance with the provisions of the Companies Act, 2013 (the Act) and Articles of Association of the Company, Ms. Bela Desai will retire by rotation as Director at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Brief profile of the Director offering himself/herself for appointment/re- appointment at the Annual General Meeting is provided in the annexure

annexed to the notice convening the Annual General Meeting for the year 2020.

All Independent Directors have submitted declarations to the Company that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

Details of Remuneration to Directors

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended has been appended as ANNEXURE A to this Report.

Particulars of Employees

There were no such employees of the Company for which the information required to be disclosed pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended.

Number of Meetings of the Board

During the financial year ended on 31s1 March, 2020 the Board of Directors of your Company have met 4 (four) times viz. 24,h May, 2019; 13,h August, 2019; 14lh November, 2019 and 11lh February, 2020. For further details, please refer Report on Corporate Governance of this Annual Report.

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31s1 March, 2020, the Board of Directors to the best of their knowledge and ability, confirm/state that:

a) in the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departure;

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 as at March 31,2020 and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

Details of Committees of the Board

Composition of Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, number of meetings held of each Committee during the financial year 2019-20 and meetings attended by each member of the Committee as required under the Companies Act, 2013 and SEBI LODR are provided in Corporate Governance Report forming part of this report.

The Recommendation by the Audit Committee as and when made to the Board has been accepted by it.

Material Changes and Commitment 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 31s1 March, 2020 and the date of this report other than those disclosed in this report.

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

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

Maintenance of Cost Records

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act.

Subsidiary Companies and Joint Ventures

Your Company has one subsidiary company viz., EMDI (Overseas) FZ LLC, a wholly owned subsidiary.

The Company is one of the partners in EMDI Wedding Academy LLP (50%). The said LLP have already filed application for striking off the name in the Register maintained by the Registrar of Companies and the partners capital has been repaid and profit has been distributed among the partners as per the LLP Agreement.

During the period, the Company is also one of the partners in Sporting Minds Academy LLP (76%), which is incorporated on July 27, 2020.

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013. Further there has been no material change in the nature of business of the subsidiaries.

The gross revenue of subsidiary for the financial year ended March 2020 stood at AED 1,343,851 (Previous Year: AED 1,597,990). During the year, the Subsidiary Companys Loss stood at AED 183,702 (Previous year profit: AED 1,148,811).

Performance and Financial Position of Subsidiaries, Associates and Joint Venture Companies

As required under the Companies Act, 2013 and the Listing Regulations, the Company has prepared the Consolidated Financial Statements of the Company along with its subsidiary as per Accounting Standard which form part of the Annual Report and Accounts. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of subsidiary company for the year ended 31s1 March, 2020 in Form AOC - 1 is attached to the financial statements of the Company.

The Annual Accounts of the subsidiary company along with related detailed information will be made available to the shareholders of the Company seeking such information. The Annual Accounts of the subsidiary company is also kept for inspection by any members at the Registered Office of the Company on all working days except Saturdays, during business hours upto the date of the meeting.

Whistle Blower Policy/Vigil Mechanism

Your Company has framed Whistle Blower Policy to deal with instances of fraud and mismanagement, if any in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The details of the policy are given in Corporate Governance Report and policy is available on the Companys website www.greycellsltd.com.

Business Risk Management

Your Company has approved Risk Management Policy wherein all material risks faced by the Company are identified and assessed. For each of the risks identified, corresponding controls are assessed, and policies and procedure are put in place for monitoring, mitigating and reporting risk on a periodic basis.

Nomination and Remuneration Policy

As required under Section 178 of the Companies Act, 2013 the Board of Directors has approved the Nomination and Remuneration Policy, which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013. Gist of this policy are given in Annexure - B to this report. The detailed policy is available on the Companys website www.grevcellsltd.com

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 and Redressal) Act, 2013. The Company has constituted the Internal Complaint Committee as per the Act, to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. The policy is available on the Companys website www.greycellsltd.com.

The following is summary of sexual harassment complaints received and disposed off during the calendar year:

No. of complaints received Nil
No. of complaints disposed off Nil

Extract of Annual Report

The details forming part of the Extract of Annual Return in Form MGT - 9 as required under Section 92 of the Companies Act, 2013 is included in this report as Annexure - C and form integral part of this Report and also placed on website at www.greycellsltd.com.

Auditors and Auditors Report

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules made thereunder, M/s. A. T. Jain & Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Annual General Meeting (AGM) of the Company held on 29th September, 2017 till the conclusion of the AGM to be held in the year 2022.

Your Company has received a confirmation from M/s. A. T. Jain & Co., Chartered Accountants (Firm Registration No.103886W) to the effect that they are not disqualified within the meaning of Section 141 and other applicable provisions of the Act and rules made thereunder.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A. T. Jain & Co., Chartered Accountants, Statutory Auditors, in their report.

Secretarial Auditor

The Board has appointed M/s. A. K. Jain & Co., Company Secretaries, to conduct Secretarial Audit for the financial year 2019-20. The Secretarial Audit Report for the financial year ended March 31, 2020 is annexed herewith marked as Annexure - D to this Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s A. K. Jain & Co., Company Secretaries, Mumbai in their secretarial audit report.

Instances of fraud, if any reported by the Auditors

There have been no instances of fraud reported by the Statutory Auditors or Secretarial Auditors under Section 143(12) of the Companies Act, 2013.

Adequacy of Internal Financial Control with reference to the financial statements

The Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating action on continuing basis. The Internal Financial Control System has been routinely tested and certified by Statutory as well as Internal Auditors. Significant Audit observations and follow up actions thereon are reported to the Audit Committee.

Compliance with Secretarial Standards

The Company complies with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Deposit from Public

The Company has not accepted any deposits from public within the purview of Chapter V of the Companies Act, 2013 and rules made thereunder. During the year under review and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Corporate Social Responsibility

In terms of Section 135 of the Companies Act, 2013, provisions of Corporate Social Responsibility are not applicable to the Company.

Particulars of Loans, Guarantees or Investments by Company

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements forms part of this report.

Related Party Transactions

All Related Party Transactions entered during the year were in ordinary course of the business and on arms length basis. No material related party transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

All related party transactions are placed before the Audit Committee and also before the Board for approval on quarterly basis. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature.

The details of the related party transactions as required under Indian Accounting Standard (IND AS) 24 are set out in Note No. 32 to the standalone financial statements forming part of this Annual Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations the Board of Directors of the Company has carried out annual evaluation of performance, Board, its Committees and individual directors and the Board as a whole after taking into consideration of the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The Nomination & Remuneration Committee and the Board has defined the evaluation criteria for the Board, its Committees and Directors.

In a separate meeting of Independent Directors, performance of Non Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking in to account the views

of Executive Director and Non-executive Directors, performance evaluation of Independent Directors being evaluated.

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo

a) Conservation of Energy

The Company is not involved in any manufacturing activity and hence has low energy consumption levels. Nevertheless, the Company makes all efforts to conserve and optimize the use of energy by using energy - efficient infrastructure, computers and equipments with latest technologies.

b) Technology Absorption and Research and Development

The Companys research and development focus is on developing new frameworks, processes and methodologies to improve the speed and quality of service delivery.

c) Foreign Exchange Earnings and Outgo

The earnings and expenditure in foreign exchange were as under:

Earning Rs. 15.13 lakhs
Expenditure Rs. 2.47 lakhs

Corporate Governance Report and Managements Discussion and Analysis Report

In terms of Regulation 15 (2)of the SEB (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of the Corporate Governance are not applicable to the Company, however your company voluntarily complying the same in a better spirit. A separate section on Corporate Governance along with the Management Discussion & Analysis and certificate from the company secretary in whole time practice regarding compliance of conditions of Corporate Governance stipulated as per Part B and C of Schedule V of the Listing Regulations is annexed to and forms part of the Directors Report.

Pursuant to the provisions of the Listing Regulations, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Regulations are complied with.

Acknowledgements

Your Directors wish to thank all Employees, Bankers, Investors, Business Associates, Advisors etc. for their continued support during the year.

By order of the Board of Directors of
Greycells Education Limited
Place : Mumbai Abbas Patel
Date : 18lh August, 2020 Chairman