Ironwood Education Ltd Directors Report

Dear Shareholders,

Your Directors present the 42^nd Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31^st March, 2025.

Financial Results

During the year under review, the Companys consolidated revenue stood at Rs. 346.48 lakhs as against Rs. 406.53 lakhs in the previous year. Standalone revenues during the year stood at Rs. 187.43 lakhs as against Rs. 158.42 lakhs in the previous year.

The consolidated loss for the year was Rs. 1014.06 lakhs as against Rs. 601.21 lakhs in the previous year. The standalone loss for the year was Rs. 1027.80 lakhs as against Rs. 553.94 lakhs in the previous year.

Dividend

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

Dividend Distribution Policy

The provisions of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to framing of ‘Dividend Distribution Policy are presently not applicable to the Company.

Transfer to Reserves

Your Company does not recommend any amount to transfer to reserves for the financial year 2024-25.

Share Capital

The Authorised Share Capital of your Company is 1,60,00,000 Equity Shares of face value of Rs.10/- each amounting to Rs.16,00,00,000/- (Rupees Sixteen Crores only) and the Paid-up Share Capital is 1,50,68,956 Equity Shares amounting to Rs. 15,06,89,560/- (Rupees Fifteen Crores Six Lakhs Eighty Nine Thousand Five Hundred Sixty only).

During the financial year ended March 31, 2025, the Company at their Board Meeting held on February 26, 2025 has issued and allotted 71,61,241 (Seventy One Lakh Sixty One Thousand Two Hundred and Forty One) fully paid up equity shares comprising of 65,84,241 (Sixty Five Lakhs Eighty Four Thousand Two Hundred Forty One) equity shares to shareholders of Trio Infrastructure Private Limited at Rs. 36/- (Rupees Thirty Six only) (including a premium of Rs. 26/- per equity share) for consideration other than cash against the acquisition of 2,05,00,000 (Two Crore Five Lakh) equity shares of Trio Infrastructure Private Limited and 5,77,000 (Five Lakh Seventy Seven Thousand) fully paid up equity shares for cash to investors belonging to the public category at an issue price of Rs. 36/- (Rupees Thirty Six only) (including a premium of Rs. 26/- per equity share) on preferential basis.

Operations

The academic year has started with a good response to the BSM program. The path that the company is working on is aligning with other education institutions and colleges to expand offerings as a collaborative approach. The Company is exploring more opportunities in sports management and also exploring other areas of business with growth opportunities. The Company is continuing to create a positive impact on lives of students and shape the future of education. The Company is focusing on association with colleges/institutions to offer university recognized degree programs at undergraduate and post graduate levels in sports, events and related areas. This model has received good response. The Company will continue efforts on similar lines.

The Company has acquired 100% equity stake in Trio Infrastructure Private Limited (Trio). Trio has become a wholly owned subsidiary of the Company w.e.f. 26^th February, 2025. The acquisition of Trio will help in achieving significant milestone in the evolution of both companies which will benefit all the stakeholders associated with the Company including shareholders at large.

Number of Meetings of the Board

During the financial year ended on 31^st March, 2025 the Board of Directors of your Company have met 6 (six) times viz. 27^th May, 2024, 12^th August, 2024; 13^th November, 2024, 2^nd December, 2024, 7^th February, 2025 and 26^th February, 2025.

Directors and Key Managerial Personnel

The Directors of the Company possess highest personal and professional ethics, integrity and values, and are committed to representing the long-term interest of the stakeholders. As on 31^st March, 2025, the Companys Board comprises 7 (Seven) Directors with considerable experience in their respective fields and one Director is an Executive Director and all other Directors are Non-Executive Directors including two women director and three Independent Directors. In every Board meeting, the Directors present elect chairperson to preside over the meeting.

During the year, the Board of Directors of the Company, on recommendation of the Nomination & Remuneration Committee appointed Mr. Rakesh Bhatia (DIN: 00008192), Mr. Sumit Somani (DIN: 00985143) and Mr. Sanjay Panicker (DIN: 08091505) as Independent Directors of the Company w.e.f. 24^th September, 2024, 13^th November, 2024 and 22^nd November, 2024 respectively for a period of five years not liable to retire by rotation. The Board of Directors on recommendation of the Nomination & Remuneration Committee also appointed Mr. Parvez Mulla (DIN: 08026994) as Additional Independent Director of the Company w.e.f. 24^th September, 2024 for a period of five years.

During the year, Mr. Abbas Patel (DIN 00547281), Mr. Parvez Mulla (DIN 08026994) and Mr. Balaji Raghavan (DIN: 05326740) has ceased as Director from the Board of the Company w.e.f. 24^th September, 2024, 15^th October, 2024 and 23^rd November, 2024 respectively.

Mr. Ashwani Kumar Singh (DIN: 03388771) and Ms. Malka Chainani (DIN: 00019182) vide their letter dated July 8, 2025 has tendered their resignations as Directors of the Company with effect from closing of business hours as on 8^th July, 2025 due to personal commitments and professional commitments respectively. The Board placed on record its sincere appreciation for the valuable contribution made by them as directors of the Company.

The Board of Directors of the Company on recommendation of the Nomination & Remuneration Committee appointed Mr. Vijay Shankar Tripathi (DIN: 02363151) as Additional Director of the Company w.e.f. August 6, 2025. His term as an Additional Director expires at the ensuing Annual General Meeting of the Company. The Company has received notice in writing from the member proposing Mr. Vijay Shankar Tripathi as a candidature for the office of Director of the Company. In the same meeting, Mr. Vijay Shankar Tripathi has been appointed as an Executive Director (Key Managerial Personnel) of the Company for a period of five years (5) with effect from August 6, 2025 to August 5, 2030 without any remuneration. (both days inclusive).

In accordance with the provisions of the Companies Act, 2013 (the Act) and Articles of Association of the Company, Ms. Bela Desai (DIN: 00917442) retires by rotation as Director at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Brief profile of the Director(s) offering themselves for appointment/reappointment at the Annual General Meeting is provided in the annexure annexed to the notice convening the Annual General Meeting for the year 2025.

Declaration by Independent Director

Mr. Rakesh Bhatia (DIN: 00008192), Mr. Sumit Somani (DIN: 00985143) and Mr. Sanjay Panicker (DIN: 08091505), Independent Directors of the Company have submitted the declaration of independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act 2013 and Regulation 16 of SEBI LODR Regulations. In the opinion of the Board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

The Board is also of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the field of finance, strategy, auditing, tax, risk advisory, financial services and they hold the highest standards of integrity.

Familiarization Programme for Independent Directors

The Company has conducted familiarization programme for its Independent Directors during the year under review. The programme aims to familiarize the Independent Directors to understand the Company, its operations, its business, industry and the regulatory update at Board and Committee Meetings to facilitate them in performing their duties as Independent Directors. The details of familiarization program imparted to Independent Directors are disclosed on the website of the Company at www.ironwoodworld.com.

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31^st March, 2025, 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, 2025, 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, 2025 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 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.

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.ironwoodworld.com.

Details of Remuneration to Directors

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 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, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended.

Details of Committees of the Board Audit Committee

The Company has reconstituted Audit Committee at the Board level with the powers and roles that are in accordance with Section 177 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has a qualified and independent Audit Committee with all its members being Non-Executive Directors, to oversee the accounting and financial governance of the Company. The Committee acts as a link between the management, statutory auditors and the Board of Directors. The Committee met 5 (five) times during the year 2024-2025 on 27^th May, 2024, 12^th August, 2024; 13^th November, 2024, 2^nd December, 2024 and 7^th February, 2025 respectively. The recommendation by the Audit Committee as and when made to the Board has been accepted by it.

Stakeholders Relationship Committee

In accordance with Section 178 of Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has reconstituted Stakeholders Relationship Committee to consider transfer of shares and resolve the grievances of security holders of the company including complaints related to transfer of shares, non-receipt of dividends, interest, non-receipt of balance sheet etc. During the year 2024-25 the Committee met 1 (one) time i.e. on 27.05.2024.

Nomination and Remuneration Committee

The Company has reconstituted Nomination and Remuneration Committee at the Board level with the powers and roles that are in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the Committee met 1 (one) time i.e. on 27.05.2024.

Annual Return

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the Annual Return for the financial year ended March 31, 2025 is uploaded on the website of the Company and the same is available at https://ironwoodworld.com/wp-content/uploads/2025/08/Annual-Return-MGT-7-2024-25.pdf

Depository System

Your Companys equity shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2025, 99.89% of the equity shares of the Company were held in dematerialized form.

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.

Particulars of Contracts or Arrangements with Related Parties

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. Attention of members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts (Note No. 31) forming part of the standalone financial statements. The transactions with person or entity belonging to the promoter/promoter group which holds 10% or more shareholding in the Company as required under Schedule V, Part A (2A) of SEBI LODR Regulations is given as Note No. 31 (on Related Party Transaction) forming part of the standalone financial statements.

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.

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.

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 31^st March, 2025 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, 2013.

Subsidiary Companies and Joint Ventures

During the year, the Company has acquired 100% share capital i.e. 2,05,00,000 (Two Crore Five Lakh) equity shares from shareholders of Trio Infrastructure Private Limited (Trio) for valuation at Rs. 11.56 for consideration other than cash against issue of 65,84,241 (Sixty Five Lakhs Eighty Four Thousand Two Hundred Forty One) equity shares to shareholders of Trio Infrastructure Private Limited at Rs. 36/- (Rupees Thirty Six only) (including a premium of Rs. 26/- per equity share) on preferential basis. Thus, Trio Infrastructure Private Limited has become a wholly owned subsidiary of the Company w.e.f. 26^th February, 2025. This strategic collaboration between the Company, Trio and their promoters, will pool resources to create a larger and more robust entity, combining expertise in education and infrastructure development to serve broader societal needs. Trios objective and ability is to build world-class habitats, which gives the Company an opportunity to capitalize on the same and expand their physical infrastructure and thereby their capacities. This gives an opportunity to establish annuity revenues from this business. The acquisition of Trio will help in achieving significant milestone in the evolution of both companies which will benefit all the stakeholders associated with the Company including shareholders at large.

As on 31^st March, 2025, your Company has two wholly owned subsidiary company viz., EMDI (Overseas) FZ LLC and Trio Infrastructure Private Limited. There has been no material change in the nature of business of the subsidiary. The Company is venturing into broad basing its offering by associations. The Company has framed a policy for determining ‘Material Subsidiaries which has been posted on the Companys website at www.ironwoodworld.com.

Sporting Minds Academy LLP in which the Company was a partner is struck off from the Registrar of Companies, Ministry of Corporate Affairs.

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

The gross revenue of EMDI (Overseas) FZ LLC, wholly owned subsidiary for the financial year ended March 2025 stood at AED 6,90,919 (Previous Year: AED 11,00,731). During the year, the Subsidiary Companys profit stood at AED 89,057 (Previous year loss: AED 2,09,720).

The gross revenue of Trio Infrastructure Private Limited, wholly owned subsidiary for the financial year ended March 2025 is Nil. During the year, the Subsidiary Companys loss stood at Rs. 72.55 lakhs. (Trio Infrastructure Private Limited has become a wholly owned subsidiary of the Company w.e.f. 26^th February, 2025).

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 31^st March, 2025 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 are 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 policy is available on the Companys website www. ironwoodworld.com.

Details of Non-Compliance with regard to Capital Markets

The Company paid late fees of Rs. 5,900/- to BSE for delay in submission of complete set of financial results for the quarter and year ended March, 2021 under regulation 33 of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the year.

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.

Utilisation of funds raised through preferential allotment

During the financial year, the Company has raised the fund by way of issuance of equity shares through preferential allotment. The details of utilization of proceeds are summarized as below as specified under Regulation 32 (7A) during this financial year.

Particulars	Amount to be utilized	Utilized upto 31.03.2025	Unutilized as on 31.03.2025
To invest in future growth opportunities, business expansion, grant loans and investment in subsidiaries, repayment of borrowings & meeting exigencies	130.30	-	130.30
Working Capital Requirement	38.71	21.89	16.82
General Corporate Purpose	38.71	3.11	35.60
Total	207.72	25.00	182.72

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.ironwoodworld.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

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 (Firm Registration No.103886W), were appointed as statutory auditors of the Company from the conclusion of the Annual General Meeting (AGM) of the Company held on 27th September, 2022 till the conclusion of the AGM to be held in the year 2027.

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 audit report for the Financial Year 2024-2025.

Secretarial Auditor

In terms of the amended Regulation 24A of the SEBI Listing Regulations vide SEBI Notification dated December 12, 2024 and provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on August 6, 2025, based on recommendation of the Audit Committee, after evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc., has approved the appointment of Sonali Gamne & Associates, Practising Company Secretaries, a peer reviewed firm ((Membership No. A36772 and CP No. 19207) having peer reviewed certificate no. 5500/2024 as Secretarial Auditor of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members of the Company.

Sonali Gamne & Associates has confirmed that the firm is not disqualified and is eligible to be appointed as Secretarial Auditor in terms of Regulation 24A of the SEBI Listing Regulations. The services to be rendered by Sonali Gamne & Associates as Secretarial Auditor is within the purview of the said regulation read with SEBI circular no. SEBI/HO/CFD/CFD-PoD-2/ CIR/P/2024/185 dated December 31, 2024.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith marked as Annexure - C to this Report. There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Sonali Gamne & Associates, Company Secretaries, Mumbai in their Secretarial Audit Report for the financial year ended March 31, 2025.

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 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. 25.40 lakhs Expenditure Rs. NIL

Change in the Nature of Business

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

Managements Discussion and Analysis Report

A separate section on Management Discussion & Analysis stipulated as per Part B of Schedule V of the Listing Regulations is annexed to and forms part of the Directors Report.

Corporate Governance Report

In terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the compliance of provisions of the Corporate Governance under Regulation 27(2) of the Listing Regulations is not applicable to the Company as paid up equity share capital of the Company is not exceeding Rs. 10 Crores and net worth is not exceeding Rs. 25 Crores, as on the last day of previous financial year i.e. as on 31^st March, 2024.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

There are no instances of one time settlement during the financial year.

Acknowledgements

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

Annexure – A

Details of Remuneration of Director

Details pertaining to Remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amended Rules, 2016 i) The percentage increase/decrease in remuneration of each Director, Managing Director, Chief Financial Officer and Company Secretary during the financial year 2024-25, ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25 are as under:

Sr. No. Name of Director / KMP and Designation	% increase/decrease in Remuneration in the Financial Year 2024-25	Ratio of remuneration of each Director / to median remuneration of employees
1. Nitish Nagori Managing Director	N.A.	N.A.
2. Dharmesh Parekh, Company Secretary	10%	N.A.
3. Nitish Nagori Chief Financial Officer	N.A.	N.A.

Notes :

1. None of the Non-Executive Directors have received any remuneration other than sitting fees during the financial year 2024–25. ii) During the financial year, there was an abatement of Rs. 5,95,621/- in the median remuneration of the employees. iii) There were 12 permanent employees on the rolls of the Company during the financial year. iv) Average percentage increase/decrease made in the salaries of the employees other than the managerial personnel (Managing Director, CEO and Whole-time Director) in the FY 2024-25 is 5.71%. v) It is hereby affirmed that the remuneration paid during the year ended 31^st March, 2025 is as per the Nomination & Remuneration Policy of the Company.

Annexure – B

Gist of Nomination and Remuneration Policy

1. Policy for appointment and removal of Director, KMP and Senior Management (A) Appointment criteria and qualifications a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/her appointment. b) A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position. c) The Committee shall devise a policy on Board diversity after reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board which will facilitate the Committee to recommend on any proposed changes to the Board to complement the Companys corporate strategy.

(B) Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

(C) Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

(D) Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management at regular interval (yearly).

2. Policy relating to the remuneration for the Whole-time Director, KMP and Senior Management Personnel (A) General: a) The remuneration/compensation/commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required. b) The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage/slabs/conditions laid down in the provisions of the Act.

c) Term/Tenure of the Directors shall be as per companys policy and subject to the provisions of the Act. d) Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

(B) Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel: a) Fixed pay: The Whole-time Director, KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board. The breakup of the pay scale and quantum of perquisites shall be decided and approved by the Board/the Person authorized by the Board and approved by the shareholders and Central Government, wherever required. b) Minimum Remuneration: If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government. c) Provisions for excess remuneration: If any Whole-time Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he/she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

(C) Remuneration to Non- Executive / Independent Director: a) Remuneration / Commission: The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Act. b) Sitting Fees: The Non-Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall be decided by the Board and subject to the limit as provided in the Act. c) Commission: Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act.

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^ST MARCH, 2025

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 with modifications as deemed necessary, without changing the substance of format given in MR-3] The Members,

Ironwood Education Limited

KHIL House, 1st Floor, 70-C Nehru Road, Adjacent to Domestic Airport, Vile Parle, (East), Mumbai - 400099

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Ironwood Education Limited. (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our Opinion thereon. Based on our verification of the Ironwood Education Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31^st March, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and Company") for the financial year ended on 31^st March, 2025 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under- ; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws Framed there under; Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings – (Not applicable for External Commercial Borrowings as there was no reportable event during the financial year under review)

(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act):- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 – (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999- (Not applicable as there was no reportable event during the financial year under review) (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- (Not applicable as there was no reportable event during the financial year under review) (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client – (Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during the financial year under review)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 – (Not applicable as there was no reportable event during the financial year under review)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 – (Not applicable as there was no reportable event during the financial year under review) and (i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards SS1 and SS 2 issued by The Institute of Company Secretaries of India; (ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. records maintained by Ironwood Education Limited ("The

Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that the Company has a functional website. The Board has approved various policies pursuant to the Listing Agreement which have been uploaded on the website.

We further report that the Company paid late fees of Rs. 5,900/- to BSE for delay in submission of complete set of financial results for the quarter and year ended March 2021 under regulation 33 of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the year.

We further report that the Company has received notice from the BSE for fines of Rs. 99,120/- for non-submission of Annual Report within the period prescribed under Regulation 34 of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year 2023-24. After submissions/ written representation made by the company to BSE, BSE through its email dated December 17, 2024, have withdrawn the fine levied on the Company.

This Report is to be read with letter of even date which is annexed as Annexure A and forms an integral part of this report.