Your Director’s present the 42nd Annual Report of the Company along with the Audited Financial Statements for the financial year ended 31st March, 2025.
Financial Results
During the year under review, the Company’s 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. 26th 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 31st March, 2025 the Board of Directors of your Company have met 6 (six) times viz. 27th May, 2024, 12th August, 2024; 13th November, 2024, 2nd December, 2024, 7th February, 2025 and 26th 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 longterm interest of the stakeholders. As on 31st March, 2025, the Company’s 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. 24th September, 2024, 13th November, 2024 and 22nd 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. 24th 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. 24th September, 2024, 15th October, 2024 and 23rd 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 8th 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/re-appointment 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 31st March, 2025, the Board of Directors to the best of their knowledge and ability, confirm/state that:
a) i n 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) t he 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 Company’s 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 NonExecutive 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 27th May, 2024, 12th August, 2024; 13th November, 2024, 2nd December, 2024 and 7th 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 Company’s 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 arm’s 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 Board’s 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 NonIndependent 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 31st 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. 26th 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. Trio’s 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 31st 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 Company’s 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 Company’s 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 Company’s loss stood at Rs. 72.55 lakhs. (Trio Infrastructure Private Limited has become a wholly owned subsidiary of the Company w.e.f. 26th 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 31st 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 Company’s 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.
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Particulars
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Amount to be utilized
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Utilized
upto
31.03.2025
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Unutilized as on 31.03.2025
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To invest in future growth opportunities, business expansion, grant loans and investment in subsidiaries, repayment of borrowings & meeting exigencies
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130.30
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130.30
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Working Capital Requirement
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38.71
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21.89
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16.82
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General Corporate Purpose
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38.71
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3.11
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35.60
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Total
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207.72
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25.00
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182.72
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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 Company’s website www.ironwoodworld.com.
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The following is summary of sexual harassment complaints received and disposed off during the calendar year:
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No. of complaints received
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Nil
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No. of complaints disposed off
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Nil
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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 Company’s 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.
Management's 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 Director’s 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 31st 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.
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