IEC Education Ltd Directors Report

To

The Members, IEC Education Limited

Your directors take pleasure in presenting to you the 30^th Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024.

FINANCIAL RESULTS

The Financial highlights of the Company for the Financial Year ended March 31, 2024 is provided below:

STATE OF COMPANYS AFFAIRS

The Company has not carried any business activity during Financial Year ended March 31, 2024. On

Standalone basis, the Companys Earnings before Interest Depreciation and Tax stood at Rs. (61.91) Lakhs, the same was Rs. (19.66) Lakhs for the previous period. Loss before taxation stood at Rs. 62.35 Lakhs, as against Loss of Rs. 20.95 Lakhs in the previous financial year. The net Loss of the Company stood at Rs. 95.77 Lakhs as against Loss of Rs. 20.95 Lakhs in the previous Financial Year.

On Consolidated basis, the Earnings before Interest Depreciation and Tax stood at Rs. (63.14) Lakhs, the same was Rs. (21.80) Lakhs for the previous period. Loss before taxation stood at Rs. 63,58 Lakhs, as against Loss of Rs. 23.09 Lakhs in the previous financial year. The net Loss of the Company stood at Rs. 63.58 Lakhs as against Loss of Rs. 23.09 Lakhs in the Previous Financial Year.

CHANGE IN NATURE OF BUSINESS

During the Financial Year under review, there was no change in the nature of Companys business.

CAPITAL STRUCTURE

There was no change in the authorised share capital of the Company during the Financial Year. As on March 31, 2024, the Authorised Capital of the Company stood at Rs. 2,100 Lakhs divided into 2,10,00,000 Equity Shares of Rs. 10 each. The Issued, Subscribed and Paid-up Capital at the end of current financial year stood at Rs. 1,526 Lakhs. The Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares. The Company has only one class of equity shares with face value of Rs. 10/- each.

DIVIDEND

Considering the shortage of funds and in view of loss incurred by the Company, your directors think it prudent to not declare any dividend for Financial Year 2023-24. Further, the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“listing regulations”) relating to Dividend Distribution Policy are not applicable on the Company.

TRANSFER TO RESERVE

The Company has not transferred any amount to the reserves of the Company during the Financial year under review.

MATERIAL CHANGES AND COMMITMENTS

No material changes have occurred between the end of Financial Year and the date of the Report.

SUBSIDIARY, ASSOCIATE OR JOINT VENTURES

As on March 31, 2024, the Company is having three subsidiaries. The performance of the subsidiaries of the Company is summarized in Form AOC - 1 attached to the Financial Statements of the Company in pursuance of Section 129 of the Companies Act, 2013. The Financial Statements of the Subsidiaries are prepared in accordance with applicable accounting standards. Further, pursuant to Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements have been prepared in accordance with Accounting Standards which forms part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys Operations in future. Further, the BSE limited had issued notice vide its letter dated June 20, 2024 for revocation of suspension in trading of equity shares of the Company w.e.f. June 28, 2024.

AUDITORS AND AUDITORS REPORT

M/s APT & Co. LLP, Chartered Accountants (FRN: 014621C/N500088) have audited the Standalone and

Consolidated Financial Statements (“Financial Statements”) of the Company for Financial Year ended

March 31, 2024 and have submitted Audit Report which forms part of this Annual Report. There have been no incidence of Fraud reported by the Statutory Auditors under section 143 (12) of the Companies Act,

2013. The Audit report is with qualified opinion of the Statutory Auditors and the Managements response thereto is provided below:

Further, M/s APT & Co. LLP, Chartered Accountants have resigned as the Statutory Auditors of the Company on August 03, 2024, and to fill the casual vacancy caused due to resignation of the Statutory Auditor, the Board of Directors of the Company in their meeting held on August 31, 2024 have recommended to appoint of M/s S.N. Kapur & Associates, Chartered Accountants, (FRN: 001545C), as the Statutory Auditors of the Company, to hold office upto the date of ensuing Annual General Meeting of the Company. Further, M/s S.N. Kapur & Associates, Chartered Accountants are also proposed to be appointed as Statutory Auditor for a period of five consecutive years from conclusion of 30^th Annual General Meeting till conclusion of 35^th Annual General Meeting of the Company. Their appointment is subject to the approval of members in the ensuing Annual General Meeting of the Company. Secretarial Auditors M/s Preksha Dawet& Associates (Membership No. 55366) was appointed to conduct Secretarial Audit of the Company for the Financial Year ended March 31, 2024. The Secretarial Audit Report for the said Financial Year is annexed herewith and forms part of this Report as Annexure-A with qualified opinion,

Managements response thereto is provided herein below:

Cost Auditors

The provisions of section 148 relating to maintenance of Cost Records is not applicable on the Company.

Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had appointed Mr. Karan Khanna (Membership No. 532004) a qualified Chartered Accountant as Internal Auditor to conduct Internal Audit of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review there were no changes in the Directors and Key Managerial Personnel. On August 03, 2024, Mr. Jaideep Kumar Bhola and Mr. Navin Gupta resigned as Independent Director and Managing Director, respectively.

In accordance with the provision of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Shalini Gupta (DIN: 00114181), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. Further, the term of appointment of Mr. Sunil Kumar (DIN: 08463423) as an Independent Director, is expiring at the ensuing annual general meeting of the Company. Further, the Board on the recommendations of Nomination and Remuneration committee, appointed Mr. Vipin Kumar Kushwaha (DIN:10715762) as an Additional Director (Independent) and Mr. Navin Gupta as Chief Executive Officer of the Company, w.e.f. August 03, 2024.

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors, have recommended the re-appointment of Mrs. Shalini Gupta as non-executive director, re-appointment of Mr. Sunil Kumar for his second term as Independent Director to hold office upto May 29, 2024 and appointment of Mr. Vipin Kumar Kushwaha as Independent Director for a period of five years w.e.f. August 03, 2024 to hold office upto August 02, 2029.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of listing regulations. In the opinion of the Board, Independent Directors fulfill the conditions specified in the Act and Rules made thereunder. The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

No familiarization programmes were conducted during financial year ended March 31, 2024.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, your Directors hereby confirm that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures; b) they had 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 loss of the company for the financial year; c) they had 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) they had prepared the annual accounts on a going concern basis; and e) they had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively. f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Conservation of energy:

Ii Foreign Exchange outgo Nil

DEPOSITS

The Company has not accepted any deposits from public 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.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In accordance with the provisions of Section 188 of the Act and rules made thereunder, all the contracts/arrangements/transactions entered into by the Company during the year under review with

Related Parties were on an arms length basis and in the ordinary course of business. The details of the

Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report. During the year under review, there were no material related party transactions / contracts or arrangements covered under Section 188(1), hence disclosure under Form AOC-2 is not applicable.

PARTICULARS OF EMPLOYEES

As per the provisions of the Companies Act, 2013, the Annual Report is being sent to all members of the Company excluding the information relating to Employees to be given under section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014. The said information would be available for inspection by the members at the Corporate Office of the Company i.e., E-216, East of Kailash, New Delhi - 110065 during business hours on working, up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such members may write to the Company in advance.

VIGIL MECHANISM

As per Section 177(9) of the Companies Act, 2013, your Company has formulated an effective Vigil Mechanism which provides a robust framework for dealing with genuine concerns & grievances. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. However, during the Financial Year under review no complaint was received by the Company.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

A formal evaluation of the performance of the Board, its Committees and the individual Directors was carried out for Financial Year 2023-24. Led by the Board of Directors, the evaluation was carried out using individual questionnaires covering, amongst others, composition of Board, conduct as per Company values & beliefs, contribution towards development of the strategy & business plan, risk management, receipt of regular inputs and information, codes & policies for strengthening governance, functioning, performance & structure of Board Committees, skill set, knowledge & expertise of Directors, preparation & contribution at Board meetings, leadership, etc. The performance evaluation of the respective Committees and that of Directors was done by the Board excluding the Director being evaluated.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review the Company has not given any loan and guarantee or made any investment covered under section 186 of the Companies Act, 2013. Further, the details of outstanding loans and investments are provided in Note no. 4 of the Standalone financial statements, forming part of this annual report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

For details of meetings of the Board, please refer to the Corporate Governance Report, forming part of the Annual Report

AUDIT COMMITTEE

Your Company has a duly constituted Audit Committee, its composition as well as charter are in line with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the listing regulations. The details relating to the same are given in Corporate Governance Report forming part of the Annual Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The provision of Section 135 relating to Corporate Social Responsibility are not applicable on the Company.

NOMINATION & REMUNERATION COMMITTEE (“NRC”)

The Company has duly constituted Nomination and Remuneration Committee in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015. Kindly refer to the section on Board Committees in the Corporate Governance Report, forming part of this annual report for details relating to the Nomination and Remuneration Committee. The Board of Directors of the Company have formulated a Nomination and Remuneration policy that deals with the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a directors of the Company, to specify the manner of evaluation of performance of Board, its Committees, Individual Directors and to recommend to the Board, policy relating to remuneration of Directors, Key Managerial Personnel, and other employees of the Company. To access the Nomination and Remuneration Policy, kindly refer to https://iecgroup.in All the recommendations made by the Nomination and Remuneration Committee during the year were accepted by the Board.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has duly constituted Stakeholder Relationship Committee in accordance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kindly refer to the section on Board Committees in the Corporate Governance Report, forming part of this annual report for details relating to the Stakeholder Relationship Committee.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The report on Corporate Governance as stipulated under listing regulations forms an integral part of the report and the requisite Certificate duly signed by the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report.

Managements Discussion and Analysis Report for the year under review, as stipulated under the listing regulations, is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

The provisions of Regulation 34(2) of the Listing Regulations relating to Business Responsibility and Sustainability Reporting, are not applicable on the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has in place a policy on Prevention of Sexual Harassment at workplace. This policy is in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. All employees, whether permanent, contractual, temporary and trainees are covered under this Policy.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March 2024 is available on the Companys website on www.iecgroup.in.

OTHER DISCLOSURES

The Company had neither made any application, nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016. The Company had not entered into any onetime settlement with any Bank or Financial Institutions, hence disclosure under rule (8)(5)(xii) of Companies (Accounts) Rules 2014 is not applicable. The Managing Director of the Company had not received any remuneration or commission from any of its subsidiaries.

ACKNOWLEDGMENT

Your directors wish to place on record their gratitude in receipt of continued support and co-operation from various stakeholders including and not limiting to Shareholders, Customers, institutions,

Governmental and Semi-Governmental Agencies, Consultants other business Associates and Employees of the Company