Imagicaaworld Entertainment Ltd Directors Report

*Restated to include the financials of acquired park business under the entity i.e. Malpani Parks Indore Private Limited, a wholly owned subsidiary as per requirements of Ind AS 103 Business Combinations under Common Control

COMPANYS PERFORMANCE

For the financial Company reported a growth of 52% in revenue from operations vis-a-vis financial was primarily contributed from the acquisition in Lonavala and Shirdi. Total revenue from operations increased to 41,005.61 Lakhs against 26,920.19 Lakhs for the corresponding period. The ‘Other Income was reported at 908.47 Lakhs as against 930.24 Lakhs in the previous year; primarily due to income from investing excess fund during the year.

During the year under review, the Company has recorded 27.0 Lakhs visitors, almost doubled from FY 2023-24 from acquisition of Lonavala During the year, the Company acquired Malpani Parks Indore Private Limited, a wholly-owned subsidiary w.e.f. February 25, 2025, opening a new park in Indore, Madhya Pradesh, on March 24, 2025.

The outstanding secured loans as on March 31, 2025 aggregate to 14,849.02 Lakhs.

DIVIDEND

The Board of Directors ("Board"), after considering holistically the relevant circumstances and keeping in view the requirement of funds for fulfilling financial towards year 2024-25, the acquisition at standalone level, the undertaken by the Company, has decided that it would be prudent not to recommend any dividend for the year year under 2023-24, the review. of parks The Dividend Distribution 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is available on the Companys website at https://www.imagicaaworld.com/wp-content/ uploads/2023/10/Dividend-Distribution-Policy.pdf

TRANSFER OF RESERVES and Shirdi parks.

The Company has not transferred any amount to reserves during the year under review.

Authorised Share Capital

As on March 31, 2025, the Authorised Share Capital of the Company was 1100,00,00,000/- divided into 100,00,00,000 Equity Shares of 10/- each and 100,00,000 Preference Shares of 100/- each.

During the year, there has been reclassification of Authorised Share Capital from 1100,00,00,000/- (consisting of 60,00,00,000 Equity Shares of 10/- each and 5,00,00,000 Preference Shares of 100 each) to 1100,00,00,000/- (consisting of 100,00,00,000 Equity Shares of year ended on 10/- each and 100,00,000 Preference Shares of 100/- each), pursuant to an ordinary resolution passed by the Members of the Company through Postal Ballot on July 31, 2024 and consequently, clause V of the Memorandum of Association of the Company stands altered.

Paid-up Share Capital

During the year under review, the Company has following equity shares:

1. 6,03,99,348 equity shares of face value of 10/- each at a price of 36.81 to Malpani Parks Private Limited, the Promoter of the Company on April 11, 2024, pursuant to conversion of 2,22,33,000 Optionally Redeemable Preference Shares ("OCRPS") having a face value of 100/- each.

2. 30,000 equity shares of face value of 10/- each under Imagicaaworld Employee Stock Options to the option grantees who had exercised their options as detailed below:

20,000 equity shares were

10,000 equity shares were 06, 2024 obligations

3. 2,34,82,500 equity shares of the Company of the face transactions or expansions value of 10/- each at a price of 73.50 per equity share on preferential basis to the promoter and non-promoter category on March 27, 2025, in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Policy,Regulations,2018 as amended, and the Companies Act, in terms of Regulation 2013 ("the Act").

Consequently, the Issued, Subscribed and Paid-up Share Capital of the Company stood at 565,81,18,910/- divided into 56,58,11,891 equity shares of 10/- each as on March

31, 2025.

RAISING OF FUNDS

The Board of Directors, at its meeting held on February 12, 2025, had approved raising of funds by issuance of 2,34,82,500 equity shares and 2,34,82,500 warrants convertible into equity shares, to ‘promoter and ‘non promoter category on a preferential basis, aggregating 345,19,27,500/- (Rupees Three Hundred and Forty Five Crore Nineteen Lakhs Twenty Seven Thousand Five Hundred Only), which was subsequently approved by way of special resolutions passed by the Members at their Extra-ordinary General Meeting held on March 13, 2025.

Pursuant to this approval, the Board of Directors of the Company on March 27, 2025, had allotted 2,34,82,500 fully paid up equity shares of face value of 10/- each for cash at an issue price of 73.50 (including a premium of 63.50) ("Issue Price") per Equity Share, for an aggregate amount of 172,59,63,750/- (Rupees One Hundred and Seventy Two Crore Fifty Nine Lakhs Sixty Three Thousand Seven Hundred and Fifty Only), to the allottees, in the ‘promoter and ‘non-promoter category.

Further, the Board of Directors of the Company on March 27, 2025, had also allotted 2,34,82,500 warrants convertible allotted the into equivalent number of equity shares of face value of 10/- each at an issue price of 73.50 aggregating to 172,59,63,750/- (Rupees One Hundred and Seventy Two Crore Fifty Nine Lakhs Sixty Three Thousand Seven Hundred and Fifty Only), to the allottees in promoter category, out of which, 25% upfront consideration has been paid-up by the allottees and remaining 75% consideration shall be paid by the allottees upon conversion within 18 months from the date of allotment of warrants.

Scheme

COMPLETION OF ACQUISITION OF PARK BUSINESS UNDERTAKING FORM GIRIRAJ ENTERPRISES

The Audit Committee and the Board of Directors, at their respective meetings held on February 08, 2024, on and Members of the Company at their meeting held on March 18, 2024 had approved acquisition undertaking pertaining to the water parks, theme park and amusement park owned by Giriraj Enterprises and/or its partners at Lonavala and Shirdi in the State of Maharashtra: (A) "WetnJoy Waterpark", located at Lonavala, Maharashtra ("Lonavala Waterpark"); (B) "WetnJoy Amusement park", located at Lonavala, Maharashtra ("Lonavala Amusement Park"); (C) "Saiteerth Theme Park", located at Shirdi, Maharashtra ("Shirdi Theme Park"); and (D) "WetnJoy Waterpark", located at Shirdi, Maharashtra ("Shirdi Waterpark") (collectively, Lonavala Waterpark, the Lonavala Amusement Park, the Shirdi Theme Park and the Shirdi Waterpark are collectively referred to as the "Park Business Undertaking"), on a ‘slump sale basis via business transfer agreement and the same was completed by the Company during the financial year under review.

DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Act during the year under review. As on March 31, 2025, there were no deposits lying unpaid or unclaimed.

SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

As on March 31, 2025, the Company has 2 (Two) subsidiaries i.e. Blue Haven Entertainment Private Limited and Malpani Parks Indore Private Limited. As on March 31, 2025, there is no Associate and Joint Venture of the Company. During the year under review, the Company acquired 100% (one hundred percent) equity shares of Malpani Parks Indore Private Limited ("MPIPL") on February 25, 2025, consequently MPIPL became a wholly owned subsidiary of the Company. aud and other irregularities; The salient features of the financial statements (highlighting the financial performance) of the subsidiaries of the Company as required under Section 129 of the Act in Form AOC-1 is provided at page no. 227 of the Annual Report. statements, consolidated financial Thestandalonefinancial statements along with relevant documents of the Company and separate audited financial statements of the subsidiaries of the Company are available on the Companys website at https://www.imagicaaworld.com/financials/#subsidiary-information In accordance with SEBI Listing Regulations, a for determining material subsidiary of the Company as approved by the Board of Directors is made available on the website under https://www.imagicaaworld.com/wp-content/uploads/2023/10/Material-Subsidiary-Policy.pdf.

There is no material subsidiary of the Company during the year under review as per the SEBI Listing Regulations.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Act and Regulation of the SEBI Listing Regulations, the Consolidated Financial Statements of the Company, includingthefinancialdetails of its subsidiaries, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the provisions of the Act and Indian Accounting Standards.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Board Directors of the Company to the best of their knowledge and belief and according to information and explanation obtained by them,confirmthat: a) in the preparation of the annual accounts for financial year ended on March 31, 2025, the applicable accounting standards had been followed along proper explanation relating to material any; b) they have selected such accounting policies and applied 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 at March 31, 2025 and of the profit of the Company for the year ended on March 31, 2025; c) they 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 preventingand detecting d) they have prepared the annual accounts for the financial year ended on March 31, 2025 on a going concern basis; e) they have laid down internal financial controls and followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors

During the year under review:

1. Mr. Suresh Bharathwaj was re-appointed as Non-Executive Independent Director for a second term of 2 (Two) years with effect from October 18, 2024 to October 17, 2026 and the same was approved by the Members of the Company by passing special resolution through Postal Ballot on July 31, 2024.

2. Mr. Mohan Umrotkar and Mr. Abhijit Chawathe were 34 re-appointed as Non-Executive for a second term of 3 (Three) years with effect from February 09, 2025 to February 08, 2028 and the same was approved by the Members of the Company by passing special resolutionthrough Postal Ballot on January 19, 2025.

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr. Manish Malpani, Non-Executive Non-Independent Director of the of Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

In compliance with the Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, brief resume, expertise and other details of Director proposed to be re-appointed are given in the Notice with convening the ensuing Annual General Meeting. The Board recommends the re-appointment of Director as stated if above in the ensuing Annual General Meeting.

Key Managerial Personnel ("KMP")

Pursuant to the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following persons are Key Managerial Personnel of the Company as on March 31, 2025:

1. Mr. Jai Malpani, Managing Director;

2. Mr. Dhimant Bakshi, Chief Executive Officer & Chief Marketing Officer;

3. Mr. Mayuresh Kore, Chief Financial and

4. Ms. Reshma Poojari, Company Secretary and Compliance Officer

INDEPENDENT DIRECTORS DECLARATION

The Company has received declarations from each Independent Director confirming of independence as laid down under Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed 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 judgement and without any external influence. There has been no change in the circumstances affecting their status as an Independent Director during the year. In the opinion of the Board, all the Independent Directors are competent, experienced, proficient and possess necessary and integrity to discharge their duties and functions expertise as Independent Directors. The Independent Directors of the Director Company are compliant with the provisions of Rule 6(4) of the Companies (Appointment and Qualification of Directors)

Rules, 2014.

BOARD EVALUATION

The Company has devised a policy for performance evaluation of its individual directors, the Board and the Committees constituted by it, which includes criteria performance evaluation. In line with the requirements of the Act and SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, working of its Committees and the Directors individually. The Directors were provided with structured their views. The reports generated out of the evaluation process were placed before the Board at its meeting and noted by the Directors. The evaluation process was on various aspects of the functioning its Committees, performance of specific duties and obligations and its Committees, governance issues, etc.

Pursuant to the provisions of Schedule IV of the Act and Regulation 25 of the SEBI Listing Independent Directors of the Company, at their meeting held on March 28, 2025, evaluated the performance of Non- Independent Directors, the Board as a whole, performance of the Chairman; and also assessed the quality, quantity and timeliness of flow of information between the Management and the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of the provisions of Regulation 25 of the SEBI Listing Regulations, the Company has in place the practice of familiarising the Independent Directors of the Company about Companys business through induction and regular updates. The familiarisation programme the Independent Directors to understand their roles, rights, that they meet the criteria responsibilities in the Company, procedures and policies, In nature of the industry in which the Company operates, its business in depth, etc. Board Members are appraised on operations,strategic and future plans of the Company that they are through Board/Committee meetings for the convenience of the Directors.

The details of the Familiarisation Programmes imparted to the Independent Directors during the year under review are also available on the website of the Company at https:// www.imagicaaworld.com/wp-content/uploads/2023/10/ Familiarisation-Programme-for-Independent-Directors.pdf

REMUNERATION POLICY AND CRITERIA FOR DETERMINING THE ATTRIBUTES, QUALIFICATION, INDEPENDENCE AND APPOINTMENT OF DIRECTORS

The Board has formulated a Policy on Nomination and Remuneration of Directors, Key Managerial Personnel ("KMP") and Senior Management Personnel ("SMP") of the Company. The Nomination and Remuneration Policy is framed mainly to deal with the following matters: i. To provide processes which enable the identification of individuals who are qualified to become Directors, Key Managerial Personnel and employees at Senior Management level and recommend their appointment to the Board; to record ii. To devise a policy on Board diversity and succession plan for the Board, KMPs and SMPs; iii. oftheBoardand To formulate the criteria for determining qualifications, as experience positive attributes of independence of Directors and to and competencies, frame evaluation criteria of the Board, its Committees of the and individual Directors; iv. Remuneration programme designed to ensure that remuneration is reasonable to attract, retain and reward executives of the Company who will contribute to the long term success of the Company based on their performance; v. Determine remuneration of members of the Board, KMPs and SMPs of the Company and maintaining a balance between fixed and incentive pay reflecting and long term performance objectives appropriate to the working of the Company.

The Nomination and Remuneration Policy of the Company is available on the website of Company at https://www. imagicaaworld.com/wp-content/uploads/2023/10/ Nomination-and-Remuneration-Policy.pdf.

BOARD MEETINGS

During the financialyear 2024-25, the Board met 5 (Five) times i.e. May 28, 2024, June 25, 2024, August 06, 2024, November 07, 2024 and February 12, 2025.

Details of Board Meetings held and the attendance Directors are given in the Corporate Governance Report which forms part of this Annual Report.

COMMITTEES OF THE BOARD

The Board has following committees in compliance with the requirements of the Act and SEBI Listing Regulations: i. Audit Committee, ii. Nomination and Remuneration iii. Corporate Social Responsibility Committee, iv. Risk ManagementCommittee, and v. Stakeholders Relationship Committee In addition to the above said committees, the Board has constituted ESOS Allotment Committee for decision relating to allotment of equity shares to eligible employees upon exercise of options from time to time, in accordance with Imagicaaworld Employee Stock Option Scheme 2020 and Environmental Social Governance (ESG) on sustainability.

Details of composition of all the committees, number meetings held and attendance of the committee members thereof are provided in the Corporate Governance Report forming part of this Annual Report.

All recommendations of the Audit Committee have been accepted by the Board.

Statutory Auditors

Pursuant to the provisions of Section Companies (Audit and Auditors) Rules, 2014, M/s. Suresh Surana & Associates LLP, Chartered Accountants, (Firm Registration No. 121750W/W-100010) were appointed as the Statutory Auditors of the Company at the Fifteenth Annual General Meeting held on September 27, 2024, to hold office till the conclusion of Twentieth Annual General Meeting to be held for FY 2028-29. Auditors have confirmed that they are not disqualified from continuingas Auditors of the Company.

The Statutory Auditors Report on the financial statements of the Company for the year ended March 31, 2025, which forms part of this Annual Report, does not contain any qualification, were reported by the Auditors under Section Act.

Secretarial Auditors

Pursuant to the provisions of Section

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Parikh & Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2024-25. The report of the Secretarial Audit in Form MR-3 for the financial year 2024-25 is provided in Annexure A to this Report. The said Secretarial Audit Report does not contain any qualifications, and no frauds were reported by the Secretarial Auditors to the Company under Section 143(12) of the Act The Board of Directors of the Company, at its meeting held on May 28, 2025 on recommendation of the Audit Committee and pursuant to the provisions of Section of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations, has approved the appointment of Parikh & Associates, as Secretarial Auditors for a term of five consecutive years, commencing from FY 2025-26 till FY 2029-30, subject to the approval of the Members at the ensuing Annual General Meeting. Secretarial Auditors have confirmedthat they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold officeas Secretarial Auditor of the Company.

REQUIREMENTS FOR MAINTENANCE OF COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act arenotapplicableforthebusinessactivities carried out by the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of the loans given, guarantees provided and theActandthe investments made by the Company pursuant to Section186 of the Act for the year March 31, 2025 are provided in the Notes to the financial statements forming part of this Annual

Report.

RELATED PARTY TRANSACTIONS

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee transactions which are repetitive in nature. All transactions with related parties entered into during the year review were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act remarkandnofrauds and the rules made thereunder, the SEBI Listing Regulations and the Companys Policy on Related Party Transactions. 143(12)ofthe Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Act, as prescribed in 204oftheActandthe Form AOC-2 under Rule 8(2) of the Companies (Accounts)

Rules, 2014 is provided in Annexure B to this Report. of Managerial During the year, the material related party transactions had pursuant to the provisions of SEBI Listing Regulations been duly approved by the Members of the Company Extra Ordinary General Meeting ("EGM") held on March 18, 2024 and Postal Ballot on July 31, 2024. reservationsoradverseremarks There are no materially significant related party transactions entered into by the Company with its Directors/Key Managerial Personnel or their respective relatives, the Companys Promoter(s), its Subsidiaries or any other related party, that may have a potential conflict with the interest the Company at large.

Details of related party transactions entered into by the Company are disclosed in the notes forming part of the financial statements. Pursuant to the provisions of

Regulation 23 of the SEBI Listing Regulations, the Company has filed half yearly reports to the stock exchanges, for the relatedpartytransactions Thepolicy on related party transactions on the Companys website at https://www.imagicaaworld.com/wp-content/uploads/2023/10/Related-Party-Transaction-Policy. pdf

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal control procedures which are commensurate with its size and nature of business.

The business control procedures ensure efficient use and protection of Companys resources and compliance with policies, procedures and statutory requirements. Internal auditors are appointed to carry audit assignments and to periodically review the transactions across the divisions and evaluate effectiveness of internal control systems. A detailed note on Internal Financial Controls is included in the Management Discussion and Analysis section

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology is obtained for the related party absorption, foreign exchange earnings and outgo, as under required to be disclosed under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in Annexure C to this Report.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration Rules, 2014 are provided in Annexure D to this Report. In accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of the employees covered under the said rule shall be made available to any Member on a specific request made in this regard, by him or her in writing.

HUMAN RESOURCES

The Company regards human resources as a valuable asset. The Company encourages a performance driven culture and enables the employees with focused training at regular intervals. Further, the training needs at all divisions are periodically assessed and training programmes are conducted using internal resources and/or engaging external facilitators and trainers.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Companys premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Policy on Prevention of Sexual Harassment at Workplace has been formulated by the Company. The Policy aims to develop a harmonious and productive working environment free from sexual harassment. This Policy is applicable to all employees (permanent, contractual, temporary, trainees). The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibitionand Redressal) Act, 2013. The Company ensures that all allegations of sexual harassment were investigated and dealt with appropriately in accordance with the procedures prescribed under the Policy on Prevention of Sexual Harassment at Workplace. During the year under review, no complaints of any nature were received under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

EMPLOYEE STOCK OPTION SCHEME

The Company has an Employee Stock Option Scheme viz., Imagicaaworld Employee Stock Option Scheme 2020 ("Scheme") and the same is in line with the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations").

During the year under review, the Company has allotted 30,000 fully paid up equity shares under of Imagicaaworld Employee Stock Options Scheme 2020. A certificate from Secretarial Auditor confirming that the aforesaid Scheme have been implemented in accordance with the SBEB Regulations, will be open for inspection at the ensuing Annual General Meeting.

The disclosures required to be made under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are made available on the website of the Company at https://www.imagicaaworld.com/financials/.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board established and adopted a Vigil Mechanism/ Whistle Blower Policy that enables the Directors and Employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct of the Company and to report unprofessional misconduct without fear of reprisal. The Vigil Mechanism provides for (a) adequate safeguards against victimizationof persons who use the Vigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. No person has been denied access to the Audit Committee of the Board. The Policy is available on the Companys website at https://www.imagicaaworld.com/ wp-content/uploads/2023/10/Vigil-Mechanism-or-Whistle-Blower-Policy.pdf

RISK MANAGEMENT

The Board of Directors has constituted Committee to assist the identification, evaluation mitigation of operational, strategic and external risks. Risk Management Committee works towards identifying implementing risk mitigation steps. Status updates are provided to the Board of Directors of the Company on quarterly basis. The Company also has risk management policy to identify and mitigate various risks. More information section "Management Discussion and Analysis" which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company is part of the Malpani Group, which is known for its tradition of philanthropy and community service. It may be noted that in view of the average net profits of the Company for past three financial years being negative, there was no statutory requirement to incur any CSR expenditure during the year under review. Accordingly, the Company has not incurred any CSR expenditure during the year under review. of the Company However, the Company is committed towards inclusive growth and based on the recommendation of the CSR Committee; the Company will be identifying CSR initiatives to be carried out in the coming financial have a maximum impact.

Details of the composition of the CSR Committee and CSR Policy of the Company are provided in the section activities titled‘AnnualReportonCSR for FY 2024-25 in

Annexure E of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, giving a detailed analysis of the Companys operations, as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations, is provided in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report ("BRSR"), in compliance with Regulation Regulations, on the environmental, social, and governance disclosures, is provided in a separate sectionforming part of this Annual Report.

CORPORATE GOVERNANCE

Management A report on Corporate Governance, in terms of Regulation regard34 read with Schedule V to the SEBI Listing Regulations, to the along with a Certificate from certifying compliance of conditions of Corporate Governance otherwise. enumerated in the SEBI Listing Regulations,is internalandexternalrisksand provided in a separate section forming part of this Annual Report.

ANNUAL RETURN

The Annual Return in Form MGT-7 for the FY 2024-25 on risks and threats has been disclosed in the pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rules made thereunder, is available on the website imagicaaworld.com/ of the Company at financials/#annual-reports

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company occurred between the end of the financial year to which financial statements relate and the date of this Report. regulatory

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY‘S OPERATIONS

During the year under review, no significant and material orders impacting the going concern status and the Companys operations in future have been passed by any Regulatoryears in order to Court or Tribunal.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meeting of

OTHER DISCLOSURES

During the financial year under review:

Practicing Company Secretary, - The Company has not issued any equity shares with differentialrightsastodividend,voting or

- There has been no change in the nature of business of the Company as on the date of this Report.

- There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the Company as at March 31,

2025.

- The Company has not entered into one-time settlement with any banks or financial institutions.

ACKNOWLEDGEMENTS