Nature of the Disclosure

This is a Postal Ballot Notice issued by Ironwood Education Limited pursuant to Section 110 of the Companies Act, 2013, and related rules and circulars. The notice seeks shareholder approval for two special business items via remote e-voting only.

Key Resolutions and Quantitative Figures

Resolution 1: Increase in Authorized Share Capital (Ordinary Resolution)

  • The company proposes to increase its Authorized Share Capital from ₹18,00,00,000 (Rupees Eighteen Crores) divided into 1,80,00,000 equity shares of ₹10 each to ₹22,50,00,000 (Rupees Twenty Two Crores Fifty Lakhs) divided into 2,25,00,000 equity shares of ₹10 each.
  • This requires a consequential alteration to Clause V of the Company's Memorandum of Association.
  • The Board of Directors was authorized to take necessary actions to implement this resolution.

Resolution 2: Closure of Wholly-Owned Subsidiary (Special Resolution)

  • The company seeks approval to close, sell, transfer, lease, liquidate, dissolve, strike off, or otherwise discontinue the operations of its wholly-owned subsidiary, EMDI (Overseas) FZ LLC, incorporated in the United Arab Emirates (UAE).
  • The Board is authorized to undertake all necessary actions, including making applications, settling claims, realizing assets, repatriating funds, and writing off investments, in compliance with the Foreign Exchange Management Act, 1999, and UAE laws.

Dates of Action and Voting Schedule

  • Cut-off date for determining members eligible to vote: Friday, 5th June, 2026.
  • Remote e-voting period: Commences on Sunday, 14th June, 2026, at 9:00 a.m. IST and ends on Monday, 13th July, 2026, at 5:00 p.m. IST.
  • Results announcement: On or before Wednesday, 15th July, 2026.
  • Resolutions, if passed, will be deemed passed on Monday, 13th July, 2026.

Parties Involved

  • Subsidiary: EMDI (Overseas) FZ LLC (UAE)
  • E-Voting Service Provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: Ms. Sonali Gamne (Membership No. A36772, CP No. 19207) of Sonali Gamne & Associates, Company Secretaries
  • Registrar and Transfer Agent (RTA): Mentioned but not named
  • Stock Exchange: BSE Limited (mentioned as where shares are listed)

Purpose and Rationale

For Resolution 1 (Capital Increase)

The increase is proposed "considering the size and operations of the Company and in order to facilitate further capital issuances."

For Resolution 2 (Subsidiary Closure)

The closure is proposed due to:

  • The "prevailing geopolitical situation of conflict between United States of America and Iran."
  • Resulting uncertainty in the media, entertainment, and events sectors.
  • To "streamline the group structure, reduce administrative and compliance costs and enable management to focus on core business activities."

Financial and Operational Impact

  • Capital Increase: The financial impact of the capital increase is not quantified in the disclosure beyond the change in authorized capital. The purpose is to facilitate future fundraising.
  • Subsidiary Closure: The closure is expected to result in cost savings by reducing administrative and compliance costs. The need to "write off investments and balances" is mentioned, but the specific financial impact is not quantified.

Capital Structure Impact

  • Resolution 1 directly impacts the company's capital structure by increasing the ceiling for issued equity capital from 1.8 crore to 2.25 crore shares.

Governance and Compliance

  • The notice confirms that none of the Directors, Key Managerial Personnel, or their relatives are interested in the resolutions.
  • The Board recommends both resolutions as being in the best interest of the company.
  • Members can inspect relevant documents electronically from June 15, 2026, to July 13, 2026, by request.

Detailed E-Voting Instructions

The notice includes extensive, step-by-step instructions for shareholders to vote remotely through the NSDL platform, covering login methods for both demat and physical shareholders and helpdesk contact details.