Cupid Ltd Directors Report

To,

The Members,

The Board of Directors is pleased to present herewith the 32^nd Annual Report of your Company together with the

Audited financial statements (including Consolidated Financial Statements) for the year ended 31^st March, 2025. The Management Discussion and Analysis has been annexed to the Directors Report.

FINANCIAL RESULTS

The highlights of financial results of the company are as ( In lacs)

Particulars	For the financial year 2025 (FY25)		For the financial year 2024 (FY24)
	Standalone	Consolidated	Standalone
Operating Revenues	18,352.13	18,352.13	17,108.87
Profit before Depreciation & Amortization, Finance charges	6,143.02	6,138.73	5,731.74
Depreciation & Amortization	447.58	447.58	292.54
Finance Charges	205.19	205.19	181.02
Profit / (Loss) before tax	5,490.25	5,485.96	5,258.18
Provision for taxation (incl. deferred tax)	1,397.24	1,397.24	1,272.70
Profit / (Loss) after tax	4,093.01	4,088.72	3,985.48

During the year under review, operating revenues stood at 18,352.13 lacs (Standalone and Consolidated) in FY25 compared to 17,108.87 lacs in FY24. At the net profit level, we closed this financial year with a net profit of 4,093.01 lacs (Standalone) and 4,088.72 (Consolidated) as against 3,985.48 lacs in the previous year.

DIVIDEND

Company did not recommend and declare any dividend during the year under review.

RESERVES

The whole of profitafter tax has been transferred to Profit & Loss account. There is no amount that has been proposed to be carried to any other reserves.

CHANGE IN NATURE OF BUSINESS

The Company manufactures Male and Female Rubber Contraceptives, Lubricant Jelly and In Vitro Diagnostic Devices (IVD). During the year under review company has ventured into the FMCG B2C space with its wide range of products. It has diversified its offerings by entering into the FMCG space with its range of perfumes, hair oil, deodorants, face wash, hair removal spray, petroleum moisturizing jelly, etc.

SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2025 is 26,84,67,140 (Twenty Six Crores Eighty Four Lacs Sixty

Seven Thousand and One Hundred Forty Only). During the year under review, the Company has not issued shares with differential voting rights. Company has allotted 13,41,77,490 bonus shares and 1,12,160 shares under Cupid Limited Employee Stock Option Plan 2022 (Cupid Limited ESOP 2022) during the year. As on 31^st March 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliances with the requirements of the Companies

Act, 2013 and the Indian Accounting Standard (IND

AS). The financial statements have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflectin a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits

Cash Flows for the year ended 31^st March, 2025. There is no audit qualification in financial statements by statutory auditors for the year under review.

LOANS, GUARANTEES & INVESTMENTS

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.

DEPOSITS

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, or under Chapter V of the Act.

RELATED PARTY TRANSACTIONS

During the year under review, the Company has not entered into any contracts or arrangements with related parties referred to in Section 188 of the Companies Act, 2013 and providing the information in the prescribed Form AOC-2 are not applicable to the Company. There are no transactions with related parties except those indicated in notes to accounts.

INTERNAL CONTROL SYSTEMS

Internal Financial Control is an integral to the Companys strategy and for the achievement of the long-term goals. Our success as an organisation depends on our ability to identify and leverage the opportunities while managing the risks. In the opinion of the Board, the Company has robust internal financial controls which are adequate and effective during the year under review.

The CoThe Companys internal control system is commensurate with its size, scale and complexities of operations. BCS & Associates, Chartered Accountants were the Internal Auditors of the Company for the FY 2024-25.

Business risks and mitigation plans are reviewed and the internal audit processes include evaluation of all critical and high risk areas. Critical functions are reviewed rigorously, and the reports are shared with the Management for timely corrective actions, if any. The major focus of internal audit is to review business risks, test and review controls, assess business processes besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions. The Audit

Committee suggests improvements to the control mechanism. The Audit Committee and Risk Management Committee of the Board of Directors, Statutory Auditors and Business Heads are periodically apprised of the internal audit findings and corrective actions.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.

The Whistle Blower Policy has been posted on website of the Company at below link: -https://www.cupidlimited.com/wp-content/ uploads/2024/07/Whistleblower-Policy.pdf

DISCLOSURES ON EMPLOYEE STOCK OPTION SCHEME

The Employee Stock Options ("ESOPs") granted to the employees of the Company currently operate under the Cupid Limited - Employee Stock Option Scheme 2022

(ESOP 2022).

The aforesaid Scheme complied with the SEBI (Share

Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEB & SE) Regulations, 2021"), to the extent applicable.

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Scheme in accordance with the SEBI (SBEB & SE) Regulations, 2021.

The details of the ESOPs granted and outstanding as on March 31, 2025 along with other particulars as required by Regulation 14 of the SEBI (SBEB & SE) Regulations, 2021 is available on the website of the Company at https://www.cupidlimited.com/wp-content/ u p l o a d s/ 2 0 2 5 / 0 7 / ES O P _ We b s i t e _ Disclosure_2024-25.pdf

The certificate from the Secretarial Auditor, as required under Regulation 13 of the SEBI (SBEB & SE) Regulations 2021, stating that the ESOP Scheme have been implemented in accordance with the SEBI (SBEB & SE) Regulations, 2021 would be available for inspection by the Members during the Annual General Meeting

("AGM").

RISK MANAGEMENT

The Company endeavours to continually sharpen its risk management systems and processes in line with a rapidly changing business environment. During the year under review, there were no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.

PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations,

2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The same is found to be satisfactory.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ajay Kumar Halwasiya, Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment.

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015. The following are the Key Managerial Personnel of the company: Mr. Aditya Kumar Halwasiya: - Chairman and Managing Director Mr. Saurabh V. Karmase: - Company Secretary and

Compliance Officer

Mr. NarendraM.Joshi:-ChiefFinancialOfficer

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the provisions of regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 the Business Responsibility and

Sustainability Report ("BRSR") is provided in a separate section and forms an integral part of this Report.

BOARD MEETINGS

During the year under review, the Company has conducted 6 Board Meetings on the following dates: 8^th April, 2024; 3^rd July, 2024; 5^th August, 2024; 12^th November, 2024; 19^th December, 2024 and 14^th February, 2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements)

Regulations, 2015.

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

STATUTORY AUDITORS

M/s. Chaturvedi Sohan & Co., Chartered Accountants, Mumbai were appointed as Statutory Auditors of the company at 29^th Annual General Meeting which was held on 28^th September, 2022 to hold the office as Statutory

Auditor from the conclusion of 29^th Annual General Meeting till conclusion of 34^th Annual General Meeting of the company.

The Statutory Auditors Report forms part of the Annual Report. The Statutory Auditors report does not contain any qualification, reservation or adverse remark for the year under review. Further, During the year under review, there were no instance of fraud which requires the Statutory Auditors to report the same to the Central Government under Section 143(12) of Act and Rules framed thereunder.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed Mr.

Shailesh Kachalia. Practicing Company Secretary to undertake the Secretarial Audit of the Company for the FY 2024-25. The Secretarial Audit Report is annexed as Annexure ‘1 and forms an integral part of this Report.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/2023/120 dated July 11, 2023, the Annual

Secretarial Compliance Report of the Company for the FY 2024-25 is uploaded on the website of the Company i.e. https://www.cupidlimited.com/wp-content/ uploads/2025/04/ASCR_2024_2025_PDF.pdf

In line with the amended Regulation 24A of the Listing Regulations, the Board has approved the appointment of M/s. SKJP & Associates as the Secretarial Auditors of the Company for a term of 5 consecutive years with effect from FY 2025-26 to FY 2029-30, subject to approval of the shareholders at the 32^nd AGM. ear

COST AUDITORS

As per the Companies (cost records and audit) Rules,

2014 and the amendments made thereof notified by Ministry of Corporate Affairs, cost audit was not applicable to the company for FY 2024-25. Therefore the board did not proceed with the appointment of cost auditor and cost audit for the year 2024-25. Further, pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time Cost Audit has become applicable to the company for FY 2025-26 and hence the Board of Directors, on the recommendation of Audit Committee, has appointedyear and M/s. KPMSS & Associates, Cost Accountants, (Firm

Registration Number: 005229) as Cost Auditor to audit the cost accounts of the Company for the FY 2025-26. As required under the Act, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual

General Meeting for their ratification. The company is properly maintaining its cost record internally.

OBSERVATIONS – AUDITOR & SECRETARIAL AUDITOR

There are no qualifications contained in the Auditors

Report and Secretarial Audit Report contains the following observation: The company has complied with all the applicable provisions and circulars / guidelines except Regulation 30(2) of the SEBI (Listing obligations and Disclosure

Requirements) Regulations, 2015 regarding disclosure of court orders.

Management Response on observation - Company settled, by neither admitting nor denying the findings of facts and conclusions of law, for alleged violation and pursuant to Settlement Order dated December 20, 2024 bearing reference number SO/AN/PR/2024-25/8021 made the payment of settlement amount to SEBI.

APPOINTMENT OF DESIGNATED PERSON PURSUANT TO RULE 9(4) OF COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

In accordance with the provisions of Rule 9(4) of Companies (Management and Administration) Rules,

2014, the company is required to designate a person responsible for ensuring compliance with the applicable provisions of the Act, including filing of returns and disclosures with the Registrar of Companies and other authorities.

The Board of Directors, at their meeting held on 12th November, 2024, has duly considered and appointed a

Designated Person for this purpose. The details of the said appointment shall be appropriately disclosed in y theAnnualReturnofthecompanyforthefinancial 2024-25, in compliance with the statutory requirement.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Companys website www. cupidlimited.com.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial the date of this Report except those which are disclosed in this Report. There were no material events that had an impact on the affairs

During the year under review company has ventured into the FMCG B2C space with its wide range of products.

It has diversified space with its range of perfumes, hair oil, deodorants, face wash, hair removal spray, petroleum moisturizing jelly, etc.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators / courts / Tribunals that would impact the going concern status of the Company and its future operations.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The

Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources.

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

In compliance with the provisions of the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and

Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. The Company took all necessary measures to ensure a harassment free workplace and has instituted an Internal Complaints Committee for redressal of complaints and to prevent sexual harassment. No complaints relating to sexual harassment were received during the year.

CORPORATE GOVERNANCE

As per Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations,

2015, a separate section on ‘Report on Corporate Governance practices followed by the Company, together with a certificate from the Secretarial Auditors of the Company confirming compliances forms integral part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134 (3) (c) read with 134 (5) of the Companies Act, 2013 that: a. In the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ective and compete ineff b. The directors have selected such accounting policies and applied them consistently and made judgements 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 31st March, 2025 and of the profit 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

Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis; e. The Directors had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate andwere operating effectively; and; f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate andoperating effectively.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION

A) Conservation of Energy:- i. The Company has taken all effective steps to conserve the energy by installing latest equipments for conservation of energy. As a stand-by arrangement in case of no supply of electricity, the Company has installed generator set. ii. The cumulative effect of the Energy conservations steps taken by the Company has considerably reduced the consumption of Energy and saved the cost. iii. The Company has installed Solar in its manufacturing facility for Energy conservation. iv. The Company is not required to mention per unit consumption of Energy in "form A".

B & C) Technology Absorption and Expenditure on Research & Development:-

The Company has deployed indigenous technology to manufacture its products. The Company is also taking steps to upgrade its technology to improve the quality of its product so as to make same cost market.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has earned foreign exchange of 9,357.72 Lacs (Previous year 14,558.81 Lacs) through exports, whereas the Company paid / payable foreign exchange of 143.54 Lacs (Previous Year 91.96 Lacs) towards machinery / equipments. Further payments made in foreign exchange of 406.11 Lacs (Previous Year

1099.21 Lacs) towards other expenses.

INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

A detailed disclosure with regard to the IEPF related activities undertaken by your Company during the year under review forms part of the Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate

Social Responsibility Policy) Rules, 2014, the Board of

Directors of your Company has constituted a Corporate

Social Responsibility ("CSR") Committee which is chaired by Mr. Aditya Kumar Halwasiya, Managing Director of the Company, the other members of the committee are Ms. Shaina Narendrasingh Chudasama, Non-Executive Director, Mr. Ajay Kumar Halwasiya, Executive Director and Mr. Akshay Kumar, Independent Director. Your Company also has in place a CSR policy and the same is available on the website of the Company at https:// www.cupidlimited.com/wpcontent/uploads/2020/07/05_001_ CG_01CSR-Policy.pdf A detailed report as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as "Annexure 2" forming part of this report.

AUDIT COMMITTEE

The Audit Committee now headed by Mrs. Rajni Mishra as Chairperson of the committee. Mr. Thallapaka Venkateswara Rao and Ms. Smeeta Bhatkal are Members. The details of all related party transactions, if any, are placed periodically before the Audit Committee. During the year, there were no instances where the Board had not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is headed by Mr. Rajinder Singh Loona as Chairperson of the committee. Mr. Thallapaka Venkateswara Rao and Mr. Santosh Desai are the members of committee. During the year, there were no instances where the Board had not accepted the recommendations of the Nomination and Remuneration Committee.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee is headed by Mr. Rajinder Singh Loona as Chairman of the committee. Mr. Aditya Kumar Halwasiya and Mr. Ajay Kumar Halwasiya are the members of committee. During the year, there were no instances where the Board had not accepted the recommendations of the Stakeholder Relationship Committee.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee is headed by Mr. Akshay Kumar as Chairman of the committee. Mr. Aditya Kumar Halwasiya and Mr. Ajay Kumar Halwasiya are the members of committee. During the year, there were no instances where the Board had not accepted the recommendations of the Risk Management Committee.

PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the performance evaluation of the Independent Directors is carried out by other non-independent directors on the basis of their contribution towards important aspects of the company and active participation on the board. The Directors express their satisfaction with the evaluation process.

Further, the company have constituted Performance Evaluation Policy to evaluate the performance of Independent Directors and the said policy is available on the website of the company at https://www.cupidlimited.com/wp-content/ uploads/2020/07/Performance_Evaluation.pdf

REMUNERATION OF DIRECTORS

Pecuniary Relationship or Transactions with the Non-Executive Directors:

There was no any pecuniary relationship or transaction took place between the company and its non-executive directors.

Criteria of making payments to non-executive directors:

Company is paying the sitting fees as decided by the board for attending the board meetings and various committee meetings and profit related commission as approved by the shareholders to all the non-executive directors. Further, Company reimburses out of pocket expenses incurred by all the non-executive directors of the Company in connection with various affairs of company.

PARTICULARS OF EMPLOYEE

The disclosure required under section 197 of the

Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 is attached as "Annexure 3".

A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as

Annexure ‘4 and forms an integral part of this annual report. The said Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered

Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered

Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your company built robust practices to elevate performance to higher standards by aligning organizational goals to departmental and individual goals. A periodic review mechanism ensures that employees stay focused and incorporate course correction through the feedback process.

Your company institutionalized a structured framework to identify critical talent within the organization and to educate them on business-critical skills and provide exposure through business-impact projects to improve their readiness to perform higher roles. A differentiated compensation philosophy ensures that critical talent is paid competitively. This dual pronged approach has helped enhance the retention of critical talent.

During the year under review, the industrial relations remained cordial and peaceful.

SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

During the year under review, the Company has incorporated its wholly owned subsidiary "Cupid Invesco Limited" in Jebel Ali Free Zone, UAE. The said wholly owned subsidiary is not operative as on March 31, 2025 and hence providing the information in the prescribed Form AOC-1 is not applicable to the Company.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be ‘forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, Tax regimes, economic developments within India and other ancillary factors.

ACKNOWLEDGEMENT

Your Directors wish to place on record deep sense of appreciation to the employees for their contribution and services. Companys consistent growth has been possible by their hard work, solidarity, co-operation and dedication during the year.

Your Directors thank the Government of India, the State Governments, various statutory and regulatory authorities for their co-operation and support to facilitate ease in doing business. Your Directors also wish to thank its customers, business associates, distributors, channel partners, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors

Aditya Kumar Halwasiya

Chairman and Managing Director

Din No.: 08200117

CIN No. : L25193MH1993PLC070846 REGISTERED OFFICE

A - 68, M. I. D. C. (Malegaon), Sinnar, Nashik, Maharashtra- 422113

Place: Mumbai

Date: 8th August, 2025