Your Director’s have the pleasure of presenting the 15^th Annual Report on the business and
operations of the Company together with the Audited Financial Statements and the Auditors
Report thereon for the financial year ended on 31st March, 2025.

1. FINANCIAL SUMMARY

Your Company’s Standalone and Consolidated performance during the Financial Year
2024-25 as compared with that of the previous Financial Year 2023-24 is summarized
below:-

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY, ITS
SUBSIDIARIES & JOINT VENTURES & OTHER ASSOCIATES:

During the year under review, the Company has earned a total revenue of Rs.
5,59,68,085/- through against Rs. 4,67,21,731/- in the previous year, registering an

increase of 119% Approx. Your Company’s current year net profit is Rs. 36,17,250/-
from net loss of Rs. 13,79,788/- in the previous year.

Review of Operations / State of Affairs of Subsidiaries, Joint Ventures & Other
Associates:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule
5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of
the Financial Statements of your Company’s Subsidiaries, Associates and Joint Ventures
in the Form AOC-1 is annexed (Annexure-1) and forms part of the Financial Statement.
The Statement provides the details of performance and financial position of each of the
Subsidiaries, Associates and Joint Ventures. In accordance with Section 136 of the
Companies Act, 2013, the Audited Financial Statements, including the Consolidated
Financial Statements, audited accounts of all the subsidiaries and other documents
attached thereto are available on your Company’s website:
www.hummingbirdeducation.com.

Your Directors present herewith a broad overview of the operations and financials of
Subsidiaries, Joint Venture and other Associates of your Company:

Review of Operations / State of Affairs of the Subsidiaries and other Associates of
the Company:

1. Onmouseclick.com Private Limited:

Onmouseclick.com Private Limited (“Onmouse”) is subsidiary of your Company.
During the financial year 2024-25, Onmouse recorded profit after tax Rs.
34,62,527 as compared to net profit of Rs. 18,67,034 in previous year.

3. CAPITAL STRUCTURE

At present, the Company has only one class of share - Equity shares of face value of Rs.
1 each. The authorized share capital of the company is Rs. 75,00,000/- divided into
75,00,000 equity shares of Rs. 1 each. The paid up share capital of the company is Rs.
61,30,000/- divided into 61,30,000 equity shares of Rs. 1 each.

4. DIVIDEND

In order to conserve the resources and for further growth, the Company does not propose
to pay any dividend.

5. PUBLIC DEPOSITS

During the year under review, the Company has not invited or accepted any deposits
from the public/shareholders of the Company pursuant to the provisions of Sections 73
and 76 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.
Accordingly, no amount on account of principal or interest on deposits from public/
shareholders of the Company was outstanding as on March 31, 2025.

6. TRANSFER TO RESERVES

During the year under review your Company has not transferred any amount to General
Reserve.

7. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014 the draft of Annual Return for
FY 2024-25 will be placed on the website of the Company
www.hummingbirdeducation.com.

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8. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

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Your Company had the following subsidiaries [as defined under Section 2(87) of the
Companies Act, 2013], during the Financial Year 2024-25:

I. Onmouseclick.com Private Limited:

(A Subsidiary of your Company throughout the Financial Year 2024-25)

9. CHANGE IN THE NATURE OF BUSINESS

During the Financial Year 2024-25, there is no change in the nature of business of the
company.

10. DETAIL OF DIRECTORS OR KMP APPOINTED/ RESIGNED DURING THE
YEAR

DIRECTORS

An active and informed Board is a pre-requisite for strong and effective corporate
governance. The Board plays a crucial role in overseeing how the management
safeguards the interests of all the stakeholders. The Board ensures that the Company has

clear goals aligned to the shareholders’ value and growth. The Board is duly supported by
the Chairman & Managing Director and Senior Management Team in ensuring effective
functioning of the Company.

In accordance with section 152(6) of the Companies Act, 2013, Mrs. Vaishali Jain (DIN:
08218792), Director of the Company, retires by rotation and being eligible; offers herself
for reappointment at the forthcoming 15^th Annual General Meeting. The Board
recommends the said reappointment for shareholders’ approval.

Further, during the period under review, Mrs. Rubal Jain (DIN: 10573108) was appointed
as an Independent Director with effect from 12^th April, 2024.

KEY MANAGERIAL PERSONNEL

Mr. Nitesh Jain, Managing Director, Mrs. Vaishali Jain, Director & Chief Financial
Officer, Mr. Piyush Khatri, Chief Executive Officer and Ms. Shweta Dvivedi, Company
Secretary & Compliance Officer are the Key Managerial Personnel of the Company in
accordance with the Section 2(51) and Section 203 of the Act read with the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 as on March 31,
2025.

Humming Birci y

11. DECLARATION GIVEN BY INDEPENDENT DIRECTOR

CuUCCIlIOII Ltd

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the
Company as on date, Mrs. Rubal Jain and Mr. Arihant Jain, have submitted declarations
that each of them meets the criteria of independence as provided in Section 149(6) of the
Act along with Rules framed thereunder. They are also in compliance with Rule 6 (1) &
(2) of the Companies (Appointment & Qualifications of Directors) Rules, 2014. There
has been no change in the circumstances affecting their status as Independent Directors of
the Company. All other Directors of the Company have also provided declarations on the
fact that they are not debarred from holding the office of Director by virtue of any SEBI
order or any other statutory authority as required under the Circular dated June 20, 2018
issued by BSE.

The Board of Directors of the Company is of the opinion that the Independent Directors
possess a high level of integrity, expertise and experience which are beneficial to the
Company and its stakeholders.

12. POLICY ON DIRECTOR’S APPOINTMENT AND POLICY ON
REMUNERATION

In adherence to section 178(1) of the Companies Act, 2013, the Board of Directors of the
Company regularly review the policy on Director’s Appointment and Remuneration
including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under section 178(3), based on the recommendations
of the Nomination and Remuneration Committee. The Nomination and Remuneration
Policy is available on our website www.hummingbirdeducation.com.

13. COMMITTEES OF THE BOARD

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee
Details of Composition of all the Committees are as follows:

A. Audit Committee

Our Audit Committee was constituted to have proper checks and balances on the
various financial activities of the Company and to guide as well as assist the Board in
various matters of the utmost importance. The Committee has its Charter for
functioning. The primary objective of the Committee is to monitor and provide
effective supervision of the Management’s financial reporting process, to ensure
accurate and timely disclosures, with the highest levels of transparency, integrity and
quality of financial reporting.

As on 31.03.2025, the Committee is comprised of:

B. Nomination and Remuneration Committee

The primary objective of the Committee is to recommend suggestions to the Board of
Directors pertaining to the Remuneration Policy for Directors, KMP and all other
employees of the Company.

As on 31.03.2025, the Committee is comprised of:

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated
under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is
presented in a separate section forming part of this Annual Report. (Refer Annexure 2)

15. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of your
Company which have occurred between the end of the financial year 2024-25 and the
date of this Report.

16. BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance and that of
its Committees and Individual Directors as per the formal mechanism for such evaluation
adopted by the Board. The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board
as a whole was carried out by the Independent Directors. The exercise of performance
evaluation was carried out through a structured evaluation process covering various aspects
of the Board functioning such as composition of the Board & Committees, experience &
competencies, performance of specific duties & obligations, contribution at the meetings
and otherwise, independent judgment, governance issues etc.

17. CLASSES OF SHARES

As on date, the Company has only one class of share capital i.e. Equity Shares of Rs. 1/-
each.

18. MEETING OF THE BOARD AND COMMITTEES
I. Board Meeting

The Board meets at regular intervals to discuss and decide on Company/business
policy and strategy apart from other Board businesses.

During the year under review, the Board met 6 times viz. April 12, 2024, May
30, 2024, September 03, 2024, October 01, 2024, November 14, 2024 and
February 12, 2025. The maximum interval between any two meetings did not
exceed 120 days.

II. Audit Committee Meetings

There were 04 (Four) Meetings held by the members of Audit Committee Board
of Directors dated May 30, 2024, September 03, 2024, November 14, 2024 and
February 12, 2025.

III. Nomination and Remuneration Committee Meetings

There were 04 (Four) Meetings held by the members of Nomination and
Remuneration Committee of Board of Directors dated April 12, 2024, May 30,
2024, September 03, 2024 and February 12, 2025.

19. CORPORATE GOVERNANCE REPORT

Educcitioii Ltd.

As per the provisions of Regulation 15(2)(b) of the SEBI (Listing Obligation &
Disclosure Requirements) Regulations, 2015, Compliance with the corporate governance
provisions as specified in regulations 17, 17(A), 18, 19, 20, 21, 22, 23, 24, 24(A), 25, 26,
27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of
Schedule V shall not apply to the Company.

20. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013 the Board hereby submits its responsibility Statement:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards read with requirements set out under Schedule III
to the Act, have been followed and there are no material departures from the
same;

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 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 are 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.

21. RELATED PARTY TRANSACTIONS

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There are no materially significant related party transactions made by the Company with
related parties which may have a potential conflict with the Interest of the Company. For
Further details, your attention is drawn to the Related Party Disclosures set out in the
Financial Statements.

22. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals
impacting the going concern Status of your Company and its operations in future.

23. AUDITORS

At the Annual General Meeting held 30th September, 2020, M/s. VC A N & Co,
Chartered Accountants (Firm Registration No. 125172W), were appointed as auditors to
hold office till the conclusion of the ensuing Annual General Meeting to be held in the
calendar year 2025.

The Board of Directors recommended the re-appointment of M/s V C A N & Co,
Chartered Accountant (FRN : 125172W), Peer Reviewed Firm, as Statutory Auditors of
the Company for the period of five (5) years starting from conclusion of this annual
general meeting to be held for Financial Year 2024- 25 till conclusion of annual general
meeting to be held for Financial year 2029-30 to carry out the statutory audit of the
financial records and to provide an opinion on the same in accordance with the applicable
auditing standards and regulatory guidelines. Their appointment shall be subject to
approval of members to be obtained in the ensuing Annual General Meeting of the
Company

The Board received an eligibility certificate form M/s. V C A N & Co., Chartered
Accountants (Firm Registration No. 125172W) as prescribed under Section 141 of the
Companies Act, 2013.

24. AUDITOR’S REPORT

Auditor’s Report is without any qualification. Further, the observations of the Auditors in
their report read together with the Notes on Accounts are self-explanatory and therefore,
in the opinion of the Directors, do not call for any further explanation.

Further, since the Auditors have not reported any instances involving Fraud in their Audit
Report, the particulars as prescribed under Section 134 (3) (ca) of the Companies Act,
2013 have not provided.

Hum ming Bird

25. SECRETARIAL AUDITOR’S REPORT

Educdtioii Ltd

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of
Directors has appointed Mr. Abhay Kumar, Company Secretary in Practice to undertake
the Secretarial Audit of the Company.

A Secretarial Audit Report in Form MR-3 given by Mr. Abhay Kumar, Company
Secretary in Practice has been provided in an Annexure-“3” which forms part of the
Director’s Report. There is no qualification, reservation or adverse remark made in their
Secretarial Audit Report submitted to the Company. (Refer Annexure 3)

26. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

Your Company’s Code of Conduct for prevention of Insider Trading covers all the
Directors, senior management personnel, persons forming part of promoter(s)/ promoter
group(s) and such other designated employees of the Company, who are expected to have
access to unpublished price sensitive information relating to the Company. The Directors,
their relatives senior management personnel, persons forming part of promoter(s)/
promoter group(s), designated employees etc. are restricted in purchasing, selling and
dealing in the shares of the Company while in possession of unpublished price sensitive
information about the Company as well as during the course of trading window.

27. PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration in excess of the limits
prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. Accordingly, details as required under Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
have not been provided.

The information required pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in
respect of employees of the Company is enclosed as Annexure 4 and forms an integral
part of this report.

28. COST AUDITOR

As per the requirement of the Central Government and pursuant to section 148 of the
Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, maintenance of Cost records and appointment of cost
Auditors are not applicable on your Company.

29. LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies
Act, 2013, if any, read with the Companies (Meetings of Board and its Powers) Rules,
2014 are given in the notes to the Financial Statements.

30. INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL
STATEMENTS

The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are proper, adequate and operating effectively. The Board
has accounting policies which are in line with the Accounting Standards prescribed in the
Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133
and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of
the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act,
2013, to the extent applicable. These are in accordance with generally accepted
accounting principles in India.

31. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business
conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy
which is in compliance with the provisions of Section 177(10) of the Companies Act,
2013. The policy provides for a framework and process whereby concerns can be raised
by its employees against any kind of discrimination, harassment, victimization or any
other unfair practice being adopted against them. More details on the vigil mechanism
and the Whistle Blower Policy of your Company is placed on the website of the
Company at hummingbirdeducation.com.

32. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has not yet constituted any Committee under the SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013. However, The Company has zero tolerance for sexual
harassment at workplace and has adopted a Policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules there under for prevention and redressal of complaints of sexual
harassment at workplace.

Company has not received any complaint on sexual harassment during the financial year
2024-25.

33. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of your company hereby confirms that the provisions of section
135(1) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is not applicable to our company for the financial year
2024-2025.

34. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has
been highly conscious of the importance of conservation of energy and technology

absorption at all operational levels and efforts are made in this direction on a continuous
basis.

In view of the nature of activities which are being carried on by the Company, the
particulars as prescribed under section 134(3)(m) of the Companies Act, 2013 read with
rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and
Technology Absorption are not applicable to the Company and hence have not been
provided.

35. FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars regarding foreign exchange earnings and outgo appear are as follows:

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards (SS) viz. SS-1 &
SS-2 on Meetings of the Board of Directors and General Meetings respectively.

Educofciofi Ltd

37. MATERNITY BENEFIT:

Learn. Discover. Innovate

The Board confirms that the Company has complied with the applicable provisions of the
Maternity Benefit Act, 1961, including those relating to maternity leaves facilities. The
Company remains committed to ensuring a safe, inclusive, and supportive working
environment for all women employees.

38. GENERAL DISCLOSURES

Your Directors state that there being no transactions with respect to following items
during the year under review, no disclosure or reporting is required in respect of the
same:

> Issue of equity shares with differential rights as to dividend, voting or otherwise;

> Issue of shares (including sweat equity shares) to employees of the Company
under any scheme;

> The Chairman & Managing Director of the Company has not received any
remuneration or commission from any of the subsidiary of your Company;

> No application was made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016;

> No settlements have been done with banks or financial institutions.

39. ACKNOWLEDGEMENT

Your Directors express their sincere appreciation for the cooperation and assistance
received from customers, suppliers, employees, shareholders, bankers, Government
agencies, financial institutions, regulatory bodies and other business constituents during
the year under review. The Directors express their sincere thanks to the lenders of the
Company for continuous support during the year. Your Directors also wish to place on
record their deep sense of appreciation for the commitment displayed by all executives,
officers and staff, resulting in the successful performance of the Company during the
year.

By order of the Board of Directors
For Humming Bird Education Limited

Nitesh Jain Vaishali Jain

Managing Director Director
DIN: 03150675 DIN: 08218792

Date: 06.09.2025
Place: New Delhi

Educcition Ltd

Learn. Discover. Innovate