|
To the Members,
The Board of Directors ("Board") are pleased to submit its the 43rd
Directors' report on the performance of the Ironwood Education Limited
("Company") along with the audited standalone and consolidated financial . 2026
statementsforthe financial year ended March 31,
1. Financial Results
Particulars |
Standalone |
Consolidated |
Rs. In Lakhs |
FY 2026 |
FY 2025 |
FY 2026 |
FY 2025 |
| Revenue from operations |
210.06 |
187.43 |
5,257.86 |
346.48 |
| Other income |
92.24 |
35.52 |
81.01 |
195.93 |
Total Income |
302.30 |
222.95 |
5,338.87 |
542.41 |
| Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) |
26.80 |
(954.26) |
901.48 |
(929.29) |
| Finance Cost |
29.17 |
29.83 |
257.54 |
40.01 |
| Depreciation and amortization |
36.74 |
43.70 |
45.30 |
44.77 |
Profit before tax (excluding exceptional item) |
(37.62) |
(77.08) |
600.12 |
(63.34) |
| Tax Expenses |
0.16 |
(1.16) |
212.55 |
(1.09) |
Profit after tax (excluding exceptional item and from continuing
operations) |
(38.94) |
(1,028.96) |
391.19 |
(1,015.15) |
| Other comprehensive income/(expense) for the year, net of income tax |
1.18 |
0.42 |
43.56 |
7.67 |
| Total comprehensive income for the year, net of tax (excluding
exceptional item) |
(37.76) |
(1,028.54) |
434.75 |
(1,007.48) |
2. Dividend
The Board of Directors of the Company have not recommended any dividend for the
financial year ended March 31, 2026.
3. 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.
4. Transfer to Reserves
The Board of Directors has not recommended the transfer of any amount to reserves for
the financial year 2025 26.
5. Share Capital
The Authorised Share Capital of your Company is 1,80,00,000 Crore Eighty Lakhs) Equity
Shares of face value of Rs.10/- each amounting to Rs.18,00,00,000/- (Rupees Eighteen
Crores only) and the Paid-up Share Capital is 1,67,80,626 (One Crore Sixty Seven
Lakhs Eighty Thousand Six Hundred Twenty Six) Equity Shares amounting to Rs.
16,78,06,260/- (Rupees Sixteen Crores Seventy Eight Lakhs Six Thousand Two Hundred Sixty
only).
During the financial year ended March 31, 2026, the Company at their Board Meeting held
on January 22, 2026 has issued and allotted 17,11,670 (Seventeen Lakhs Eleven Thousand Six
Hundred
Seventy) fully paid up equity shares for cash to investors belonging to the public
category at an issue price of Rs. 45/- (Rupees Forty Five only) (including a premium of
Rs. 35/- per equity share) on preferential basis.
6. Overview of Operations
The approval process in respect of the real estate redevelopment project acquired by
the Company pursuant to a Joint Development
Agreement with AVA Lifespaces LLP at Kandivali is progressing satisfactorily. The
Company is in the advanced stages of obtaining the requisite approvals from the competent
authorities. The issuance of the final Letter of Intent (LOI) by the
(SRA) is awaited. Upon receipt of the final LOI, the site is expected to be vacated and
project implementation, including construction activities, will commence in accordance
with the approved development plan.
Your Company has been appointed as the Development Manager for a mixed-use real estate
development project comprising approximately one million square feet at Kalyan, Mumbai,
for a fixed management fee. This appointment marks an important step in the Company's
strategy to strengthen its presence in the real estate development and project management
sector, particularly in the resolution and execution of projects in association with
financial institutions. The Company continues to make satisfactory progress on its
existing projects and remains focused on timely execution while expanding its revenue
streams through strategic business opportunities.
(One
The Company continued to strengthen its academic portfolio during the year through
strategic collaborations with reputed educational institutions. Effective from the
Academic Year 2026 27, the
Company expanded its offerings by introducing Bachelor's and
Master's Degree Programmes in Event Management and a Master's Degree Programme in
Sports Management at Sathaye College, in addition to the existing Bachelor's Degree
Programme in Sports Management. The Company remains focused on expanding its portfolio of
university-recognised programmes and exploring growth opportunities in the education and
sports management sectors.
The operations of the EMDI (Overseas) FZ LLC, overseas subsidiary, were adversely
impacted during the year due to the prevailing geopolitical developments and the resulting
uncertainty affecting the media, entertainment and events industry. Consequently, several
students deferred their plans to relocate to Dubai for the
June 2026 intake, necessitating the refund of programme fees to the affected students.
These developments had an adverse impact on the subsidiary's operational performance and
financial position during the year under review. In view of the above, the management is
evaluating various strategic alternatives in the best interests of stakeholders. The
options under consideration, subject to applicable Slum Rehabilitation Authority laws,
regulatory approvals, and other necessary consents, include inter alia to discontinue its
business operations in the United Arab
Emirates and proposes to undertake the voluntary closure and deregistration of the
Company.
Trio Infrastructure Private Limited, a wholly owned subsidiary of the Company,
continued to make steady progress in the execution of its affordable residential project
at Vasai East. Construction of Phase I is progressing as planned, with structural work on
one tower nearing completion and the second tower advancing as per schedule. During the
year, the project also received all requisite approvals for construction up to the 28th
floor of both towers, enabling the Company to undertake sales of the additional inventory.
The project has witnessed encouraging customer response, and the
Company remains confident of further improving sales momentum with the launch of the
second tower while maintaining timely project execution.
7. Number of Meetings of the Board
During the financial year ended on 31st March, 2026 the Board of Directors
of your Company have met 7 (seven) times viz. 22nd May, 2025, 28th
May, 2025, 6th August, 2025, 13th November, 2025, 25th
November, 2025, 22nd January, 2026 and 13th February, 2026. The
intervening gap between two consecutive meetings was not more than 120 days. The details
of the meeting along with the attendance of the Directors are provided in the Corporate
Governance Report, which forms part of this Annual Report.
8. 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 31st March, 2026, the Company's Board comprises 8 (Eight)
Directors with considerable experience in their respective fields and three
Directors are an Executive Directors and all other Directors are Non-Executive
Directors including one women director and four Independent Directors. In every Board
meeting, the Directors present elect chairperson to preside over the meeting.
The composition of the Board of Directors is in due compliance with the Act and SEBI
Listing Regulations.
The composition of the Board as on March 31, 2026, is set out below:
| Sr No. Name of the Director |
DIN |
Designation |
| 1. Balaji Raghavan |
05326740 |
Managing Director |
| 2. Vijayshankar Ambikaprasad Tripathi |
02363151 |
Executive Director (Whole Time Director) |
| 3. Nitish Ganesh Nagori |
09775743 |
Executive Director (Whole Time Director) |
| 4. Vedika Akhilesh Chaubey |
03098292 |
Non-Executive Non-Independent Director |
| 5. Rakesh Madanlal Bhatia |
00008192 |
Non-Executive Independent Director |
| 6. Sanjay Panicker |
08091505 |
Non-Executive Independent Director |
| 7. Sumit Kailash Somani |
00985143 |
Non-Executive Independent Director |
| 8. Rohit Lal |
08535306 |
Non-Executive Independent Director |
Appointments and Resignations during the year under review:
During the year, the Board of Directors of the Company, on recommendation of the
Nomination & Remuneration Committee appointed Mr. Vijayshankar Tripathi (DIN:
02363151) and Mr. Balaji Raghavan (DIN: 05326740) as Executive Director and Managing
Director (Key Managerial Personnel) of the Company w.e.f. 6th August, 2025 and
25th November, 2025 respectively for a period of five years without any
remuneration. The members approved the appointment of Mr. Vijayshankar Tripathi as an
Executive Director at the Annual General Meeting held on September 16, 2026 and the
appointment of Mr. Balaji Raghavan as the Managing Director at the Extra-Ordinary General
Meeting held on December 24, 2025. Further the Board of Directors on recommendation of the
Nomination
& Remuneration Committee has also appointed Mr. Rohit Lal (DIN: 08535306) as an
Independent Director of the Company for a period of five years commencing from December
31, 2025 to December 30, 2030 (both days inclusive) and Ms. Vedika Chaubey (DIN: 03098292)
as Non-executive Director of the Company with effect from December 31, 2025. The members
have approved the appointment of Mr. Rohit Lal as an Independent Director and Ms. Vedika
Chaubey as a Non-Executive Director by way of resolutions passed through Postal Ballot on
March 25, 2026.
Mr. Nitish Nagori, Chief Financial Officer of the Company vide his letter dated
November 13, 2025 has tendered his resignation with effect from Novemebr 13, 2025 due to
personal reasons and Mr. Vijayshankar Tripathi has been appointed as Chief
Financial
Officer (Key Managerial Personnel) of the Company with effect from
November 13, 2025. Further the designation of Mr. Nitish Nagori (DIN: 09775743) has
been changed from Managing Director to Executive Director (Key Managerial Personnel) of
the Company with effect from November 25, 2025 for remaining period of his tenure i.e.
upto December 31, 2027 without any remuneration. The Board placed on record its sincere
appreciation for the valuable contribution made by him as a Chief Financial Officer and
Managing Director of the Company during his respective tenure. The members approved the
change in designation of Mr. Nitish Nagori as an Executive Director at the Extra-Ordinary
General Meeting held on December 24, 2025.
Ms. Bela Desai (DIN: 00917442), Director of the Company, vide her letter dated November
25, 2025 has tendered her resignation as Director of the Company with effect from November
25, 2025 due to personal reasons. The Board placed on record its sincere appreciation for
the valuable contribution made by her as director of the Company.
In accordance with the provision section 152 of the Companies Act, 2013 (the Act) and
Articles of Association of the Company, Mr. Nitish Nagori (DIN: 09775743) retires by
rotation as Director at the ensuing Annual General Meeting and being eligible, offers
himself for reappointment.
A detailed profile along with the disclosures required under the SEBI
Listing Regulations and Secretarial Standard-2 on General Meetings issued by the
Institute of Company Secretaries of India is provided in the explanatory statement to the
Notice convening the AGM of the Company.
9. Declaration by Independent Director
Mr. Rakesh Bhatia (DIN: 00008192), Mr. Sumit Somani (DIN: 00985143), Mr. Sanjay
Panicker (DIN: 08091505) and Mr. Rohit Lal (DIN: 08535306), 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.
Independent Directors have also confirmed that they are not aware of any circumstance
or situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgment and without
any external influence.
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.
10. 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 https://ironwoodworld.
com/independent-directors/
11. 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, 2026, 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, 2026, 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,
2026 and of the profit / 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.
12. 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
at https://ironwoodworld.com/wp-content/uploads/2023/02/
Nomination-and-Remuneration-Policy.pdf
13. 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.
14. 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.
15. 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
Executive and 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 7 (five) times during the year 2025-2026 on 22nd
May, 2025, 28th May, 2025, 6th August, 2025, 13th
November, 2025, 25th November, 2025, 22nd January, 2026 and 13th
February, 2026. The recommendation by the Audit Committee as and when made to the Board
has been accepted by it. The details of the Audit Committee meeting along with the
attendance of the members are provided in the Corporate Governance Report, which forms
part of this Annual Report.
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 2025-26 the Committee met 1 (one) time i.e. on 28.05.2025. The details of
the Stakeholders Relationship Committee meeting along with the attendance of the members
are provided in the Corporate Governance Report, which forms part of this Annual Report.
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 3 (three) time i.e. on
06.08.2025, 13.11.2025 and 25.11.2025. The details of the Nomination and Remuneration
Committee meeting along with the attendance of the members are provided in the Corporate
Governance Report, which forms part of this Annual Report.
16. 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,
2026 is uploaded on the website of the Company and the same is available at
https://ironwoodworld.com/wp-content/uploads/2026/09/ Annual-Return-MGT-7-2025-26-1.pdf
17. 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, 2026, 99.90% of the equity shares of the Company were held in
dematerialized form.
18. 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 which forms
part of this report.
19. Particulars of Contracts or Arrangements with Related Parties
The Company has formulated a policy on related party transactions which is also
available on the website of the Company at https://
ironwoodworld.com/wp-content/uploads/2026/04/Policy-on-Related-Party-Transactions.pdf. All
related party transactions are placed before the Audit Committee for review and approval.
Prior omnibus approval is obtained for related party transactions on a quarterly basis for
transactions which are of repetitive nature and/ or entered in the ordinary course of
business and are at an arm's length basis.
All related party transactions entered during the financial year were in the ordinary
course of the business and at an arm's length basis. No material related party transaction
was entered into during the year by the Company. Accordingly, the disclosure of related
party transactions as required under Section (h) of the Companies Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2 appended as Annexure C.
The 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. Transactions with a 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 are 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.
20. 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 have 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.
21. 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 occurred between 31st March, 2026 and the date of this report
other than those disclosed in this report.
22. Significant and Material Orders passed by the Regulators or
Courts or Tribunals
There are no significant
Courts or Tribunal which would impact the going concern status of your Company and its
future operations.
23. Maintenance of Cost Records
The Central Government has not prescribed the maintenance of cost records under Section
148(1) of the Companies Act, 2013.
24. Subsidiary Companies and Joint Ventures
As on 31st March, 2026, your Company has two wholly owned subsidiary
companies viz., Trio Infrastructure Private Limited and EMDI (Overseas) FZ LLC. 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
https://ironwoodworld.com/wp-content/
uploads/2026/04/Policy-for-Determining-Material-Subsidiaries.pdf There are no associates
or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013
(the 'Act'). During the year under review, no company(s) ceased to be a subsidiary of the
Company.
25. Performance and Financial Position of Subsidiaries, Associates and Joint Venture
Companies
The gross revenue of Trio Infrastructure Private Limited, wholly owned subsidiary for
the financial year ended March 2026 is Rs. 4992.35 lakhs (Previous Year: Nil). During the
year, the Subsidiary
Company's profit stood at Rs. 577.50 lakhs (Previous Year: Rs. 71.77 lakhs).
The gross revenue of EMDI (Overseas) FZ LLC, wholly owned subsidiary for the financial
year ended March 2026 stood at AED 2,73,810 (Previous Year: AED 6,90,919). During the
year, the Subsidiary Company's loss stood at AED 5,99,706 (Previous year profit: AED
89,057).
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, 2026
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.
Audited financial statements of each of the subsidiary companies are available on the
website of the Company and can be accessed at
https://ironwoodworld.com/financial-results/#1488882520672-
9d96f241-fa24
26. 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 at https://ironwoodworld.com/wp-content/
uploads/2021/06/Whistle-Blower-Policy-1.pdf.
27. Details of Non-Compliance with regard to Capital Markets
The Company paid fines of Rs. 5,900/- to BSE for delay in submission of Related Party
Transactions for September 2025 under Regulation 23(9) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during
the year.
28. 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 assessed, and therisksidentified,
policies and procedure are put in place for monitoring, mitigating and reporting risk on a
periodic basis. The policy is available on the Company's website at
https://ironwoodworld.com/p-content/ uploads/2021/06/Risk-Management-Policy-1.pdf
29. 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 below as specified under Regulation 32 (7A) during this financial year.
Particulars |
Amount to be |
Utilized upto |
Unutilized as on |
|
utilized |
31.03.2026 |
31.03.2026 |
| To invest in future growth opportunities, business expansion and real
estate business |
550.00 |
550.00 |
- |
| To grant loans and/or investment in overseas wholly owned subsidiary |
75.00 |
75.00 |
- |
| Working Capital Requirement for Education Business (India) |
100.00 |
28.50 |
71.50 |
| General Corporate Purpose |
45.25 |
29.15 |
16.10 |
Total |
770.25 |
682.65 |
87.60 |
30. 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 at https://ironwoodworld.com/
wp-content/uploads/2023/02/Anti-Sexual-Harassment-Policy.pdf The summary of complaints for
FY 2025-26 are as under:
Sr. No. Particulars |
Number |
| a. Number of complaints pending at the beginning of the year |
0 |
| b. Number of complaints received during the year |
0 |
| c. Number of complaints disposed during the year |
0 |
| d. Number of cases pending at the end of the year |
0 |
| e. Number of cases pending for more than 90 days |
0 |
31. 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 2025-2026.
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 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, 2026 is annexed
herewith marked as Annexure - D 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, 2026.
32. 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.
33. Adequacy of Internal FinancialControlwithreferencetothefinancialstatements
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
Committee.
34. 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.
35. 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.
36. Corporate Social Responsibility
In terms of Section 135 of the Companies Act, 2013, provisions of Corporate Social
Responsibility are not applicable to the Company.
37. 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.
(A) Conservation of energy-
(i) The steps taken or impact on conservation of energy; |
The Company makes all efforts to conserve and optimize the use of
energy by using energy efficient infrastructure, computers and equipment with latest
technologies. |
(ii) The steps taken by the company for utilizing alternate sources of
energy |
NA |
| (iii) The capital investment on energy conservation equipment's; |
NA |
b) Technology Absorption and Research and Development
(i) The efforts made towards technology absorption; |
The Company's research and development focus is on developing new
frameworks, processes and methodologies to improve the speed and quality of service
delivery |
(ii) The benefits derived like product improvement, cost reduction,
product development or import substitution; |
NA |
| (iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year)- |
NA |
| (a) the details of technology imported; |
NA |
| (b) the year of import; |
NA |
| (c) whether the technology been fully absorbed; |
NA |
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof; and |
NA |
| (iv) The expenditure incurred on Research and Development. |
NA |
c) Foreign Exchange Earnings and Outgo
The earnings and expenditure in foreign exchange were as under: (Rs. In lakhs)
Particulars |
2025-26 |
2024-25 |
| Foreign exchange earnings/(loss) |
37.59 |
25.40 |
| Foreign exchange outgo |
NIL |
Nil |
38. Change in the Nature of Business
During the year under review there was no change in the nature of business of the
Company.
39. 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.
40. Corporate Governance Report
The Company is committed to maintaining the highest standards of Corporate Governance
and adhering to the Corporate Governance requirements as set out by the Securities and
Exchange Board of India ("SEBI"). The Report on Corporate Governance as
stipulated under SEBI LODR Regulations forms part of the Integrated Annual Report. A
certificate Sonali Gamne & Associates, Company
Secretaries in practice, confirming compliance with the conditions of Corporate
Governance as stipulated under Schedule V to SEBI LODR Regulations and applicable
provisions of the Companies Act forms part of the Corporate Governance Report.
41. Details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016
There are no applications made or any proceeding pending against the Company under
Insolvency and Bankruptcy Code, 2016 during the financial year.
42. 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
During the financial year under review, there were no one-time settlement with any
Banks or Financial Institution..
43. Compliance with Maternity Benefit Act, 1961
The Company is compliant with regards to the applicable provisions mandated under the
Maternity Benefit Act, 1961.
44. Loans from Directors or Director's Relatives
During the financial year under review, the Company has not borrowed any loan from
Directors or their relatives.
45. Disclosure with respect to Demat Suspense/ Unclaimed Suspense Account
The Company does not maintain any Demat Suspense/ Unclaimed Suspense Account and
accordingly the disclosure pertaining as required under Schedule V Para F of SEBI Listing
Regulations is not applicable to the Company for the period under review.
46. Transfer of Unclaimed Dividend or shares to Investor Education and Protection Fund
There has been no instance of unclaimed dividend or unclaimed shares and hence the
provisions of Section 125(2) of the Act do not apply.
47. Disclosure under Section 43(a)(ii) of the Companies Act, 2013
The Company has not issued any shares with differential rights and hence no information
as per provisions of Section 43(a)(ii) of the Act is furnished.
48. Disclosure under Section 54(1)(d) of the Companies Act, 2013
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1)(d) of the Act is furnished.
49. Disclosure under Section 67(3) of the Companies Act, 2013
During the year under review, there were no instances of non-exercisingfromM/s. of
voting rights in respect of shares purchased directly by employees under a scheme pursuant
to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014.
50. Disclosure with respect to remuneration drawn by Managing Director / Whole-time
Director from Holding / Subsidiary Company under Section 197(14) of the Act
Mr. Balaji Raghavan, Managing Director and Mr. Vijayshankar Tripathi drawing
remuneration from Trio Infrastructure Private Limited, wholly owned subsidiary of the
Company.
51. Acknowledgements
The Directors place on records their sincere appreciation and gratitude to all
stakeholders for their continued support and cooperation, which have been instrumental in
the Company's progress and growth. The Directors also acknowledge the hard work,
dedication and commitment of the employees for the growth of the Company and look forward
to their continued involvement and support.
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