Party Cruisers Ltd Directors Report

To

The Members,

Party Cruisers Limited

The Directors are pleased to present to you the 32^nd Annual Report of Party Cruisers Limited (“The Company” or “Your Company”) along with the Audited Financial Statements for the Financial Year ended March 31, 2026.

COMPANY OVERVIEW

Party Cruisers Limited is a distinguished event management company that specializes in creating extraordinary and seamless event experiences. With a strong foundation in curating and executing weddings that re lect individual stories of love, we extend our expertise to a wide array of events. Our dedicated team of event professionals thrives on innovation, attention to detail, and a commitment to exceeding expectations, making us the premier choice for any occasion.

1. FINANCIAL HIGHLIGHTS

The table below gives the inancial highlights of the Company for the year ended 31^st March, 2025, as compared to the previous year:

(Amt in lakhs)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Total Income	14046.38	11146.32	14778.06	11712.77
Total Expenses	12354.55	10037.16	13044.04	10553.03
Pro it before extraordinary items and tax	1691.84	1109.16	1734.02	1159.74
Extraordinary Items	-	-	-	-
Pro it before tax	1691.84	1109.16	1734.03	1159.74
Tax expense
1. Current Tax	504.34	326.71	(512.54)	(328.38)
2. Deferred Tax	(45.54)	(8.33)	43.73	10.13
3. Excess/(Short) Provision of Tax for earlier years	-	-	-	-
Pro it /(loss) after tax for the year	1233.03	790.77	1265.21	841.49
Less: Share of Minority Interest	-	-	8.76	11.16
Net pro it after Minority Interest	-	-	1256.44	830.33

2. PERFORMANCE REVIEW

On a Standalone basis, your Company earned revenue of Rs. 13969.90 lakhs for the FY 2025-26 as compared to Rs. 11146.32 lakhs in the previous year. The operations have recorded a Pro it of Rs. 1233.03 lakhs as compared to a Pro it of Rs. 790.77 lakhs in the previous year. The total consolidated revenue of the Company for FY 2025-26 stood at Rs. 14778.06 lakhs as compared to Rs. 11712.77 lakhs in the previous year. The consolidated operations have recorded a pro it of Rs. 1265.21 lakhs as compared to a pro it of Rs. 830.33 lakhs in the previous year.

Detailed information on operational and inancial performance of the Company for the inancial year is given in the Management Discussion and Analysis Report which is set out separately with the Directors Report.

3. STATE OF COMPANYS AFFAIRS AND OPERATIONS

The Company aims at turning visions into reality, transforming ordinary events into extraordinary memories that last a lifetime. Whether its an intimate wedding, a grand corporate gala, or a themed birthday celebration, our team is dedicated to infusing creativity, precision, and passion into every event we undertake.

4. SHARE CAPITAL STRUCTURE

Authorised Capital:

The Authorised Equity Share Capital as on 31st March, 2026 stood at Rs. 12,00,00,000/- (Rupees Twelve Crore) comprising of 1,20,00,000 (One Crore Twenty Lakh) Equity Shares of the face value of Rs. 10/- (Rupees Ten) each.

Issued, Subscribed and Paid up Capital:

However, the paid-up Share Capital of the Company stood at Rs. 11,98,51,130/- (Rupees Eleven Crore Ninety-Eight Lakh Fifty-One Thousand One Hundred and Thirty Only) comprising of 1,19,85,113 (One Crore Nineteen Lakh Eighty-Five Thousand One Hundred and Thirteen) Equity Shares of the face value of Rs.10/- (Rupees Ten) each. The paid-up Share Capital of the Company as on 31^st March, 2025 stood at Rs. 11,92,61,210/- (Rupees Eleven Crore Ninety Two Lakh Sixty-One Thousand Two Hundred and Ten Only) consisting of 11,19,26,121 (One Crore Nineteen Lakh Twenty-Six Thousand One Hundred and Twenty-One) Equity Shares of the face value of Rs. 10/- (Rupees Ten Only) each. During the year, the Paid-up Capital was increased from Rs. 11,19,26,121/- to Rs. 11,98,51,130/-

The details of stock options granted and vested during the year are provided in the Notes to Accounts in the inancial statements.

5. DIVIDEND

In order to preserve funds for future business endeavours and to consolidate the inancial position of the Company, your directors have not recommended any dividend for the year.

6. TRANSFER TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company

7. SUBSIDIARIES AND ASSOCIATE COMPANIES

The Company has 4 (three) Subsidiaries, Sanchjana Petals and Flowers Private Limited, PCL Events (HYD) Private Limited (Formerly known as Glint Designs Private Limited), Party Cruisers Events LLC and Leo Ace Events Private Limited as on 31st March, 2026. The details of Business carried on by the Subsidiary Companies are as follows:

Sanchjana Petals and Flowers Private Limited was incorporated on 12/11/2022 situated at Mumbai and is a 100% Subsidiary of your Company. Sanchjana Petals and Flowers Private Limited is engaged in the Business of planning, organising, managing events like picnics, parties, corporate events and other e-commerce and online activities.

PCL Events (HYD) Private Limited (Formerly known as Glint Designs Private Limited) was incorporated on 29/07/2024 situated at Mumbai and the Holding Company through its authorized representative Mr. Zuzer Hatim Lucknowala holds 51% of Shares in the Subsidiary Company. PCL Events (HYD) Private Limited is engaged in the Business of retail and wholesale trade of all kinds of decorative lights, structures, artworks, artifacts, furniture and ixtures. Leo Ace Events Private Limited was incorporated on 12/07/2024 situated at Mumbai and the Holding Company through its authorized representative Mr. Zuzer Hatim Lucknowala holds 51% of Shares in the Subsidiary Company. Leo Ace Events Private Limited is engaged in the Business of Event Management. Party Cruisers Events LLC was incorporated on 11/10/2023 situated at Dubai (UAE) and the Holding Company through its authorised representative Mrs. Nazmee Ahmed holds 70% of Shares in the Subsidiary Company. Party Cruisers Events LLC is engaged in the business of ilming of parties and events, managing and organizing of events, parties and entertainment services and such other services related to the event management.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS:

During the year under review, the following mentioned were the Directors of the Company as on March 31, 2026:

Sr. No Name of Directors	DIN/PAN	Designation
1. Mr. Zuzer Hatim Lucknowala	00979509	Chairman & Managing Director
2. Mrs. Rachana Zuzer Lucknowala	02466195	Managing Director
3. Mr. Firoz Hatim Lucknowala	01553122	Executive Director
4. Mr. Armaan Zuzer Lucknowala	07961568	Non-Executive Non Independent Director
5. Mr. Sameer Prem Bhagat	08614642	Independent Director
6. Ms. Bina Trivedi	01476999	Independent Director
7. Mr. Shailesh Hemani	00082167	Independent Director
8. Mr. Riddhima Gupta		Company Secretary & Compliance Of icer
9. Mr. Asit Oberoi	09089783	Non-Executive Non- Independent Director
10. Mr. Cyrus Rohinton Shroff	03205780	Non-Executive Non- Independent Director

APPOINTMENT DURING THE YEAR

• Ms. Riddhima Gupta (PAN: AYVPG7603C) was appointed as Company Secretary & Compliance Of icer of the Company w.e.f 09.07.2025.

• Mr. Firoz Hatim Lucknowala (DIN: 01553122) was appointed as Chief Financial Of icer of the Company w.e.f 02.09.2025.

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Act, read with Companies (Appointment and Quali ication of Directors) Rules, 2014, Mr. Firoz Hatim Lucknowala (DIN: 01553122), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment and your Board has recommended his re-appointment.

RESGNATION DURING THE YEAR

• Ms. Namrata Subhash Singh Negi (PAN: AMNPN1185C) Company Secretary & Compliance Of icer of the Company resigned w.e.f 16.06.2025.

• Ms. Phyllis Anthony Polekad (PAN: AJJPP7048R) Chief Financial Of icer of the Company resigned w.e.f 14.08.2025.

CESSATION DURING THE YEAR

Ms. Mubaraka Jaliwala (DIN: 08614667) Non-Executive Independent Director of the Company ceased to be an Independent Director w.e.f 24^th August, 2025 due to expiry of her tenure.

9. CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Companies Act, 2013 and Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have con irmed compliance with the Code. A copy of the Code has been put on the Companys website. 10. FAMILIARIZATION PROGRAMME FOR DIRECTORS

At the time of appointment of the Director, a formal letter of appointment is given to the Director. The Director is also explained in detail the roles, functions, duties and responsibilities expected from him/her and also compliance required from him/her under the Companies Act, 2013, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015. Further the Managing Director also holds one to one discussion with the newly appointed Director to familiarize him/her with the Companys operations. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors and various Committees of the Board. The details of the Companys familiarization programme for Independent Directors can be accessed at company

11. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL

DIRECTORS

The Nomination, Remuneration and Compensation Committee of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the Independent Directors and Chairperson covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its committees, Board Culture, execution and performance of speci ic duties, obligations and governance. It includes circulation of evaluation forms separately for evaluation of the Board, its Committees, Independent Directors / Non-Executive Directors / Executive Directors and the Chairman of your Company.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of individual Directors including the Chairman and the Managing Director on their personal performance, participation, contribution and offering guidance and understanding of the areas which were relevant to them in their capacity. The Directors were also assessed on selected parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of low of information between the Companys Management and the Board which is necessary for the Board to effectively and reasonably perform their duties. In a separate meeting of Independent Directors held on March 20, 2025, performance of Non-Independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The Board expressed its satisfaction with the evaluation results, which re lects the high degree of engagement of the Board and its Committees with the Company and its Management.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have furnished necessary declarations to the Company under Section 149(7) of the Companies Act, 2013 con irming that they meet the criteria of independence as prescribed for independent directors under Section 149(6) of the Act and Regulation 16(b) of the SEBI Listing Regulations. In the opinion of the Board, all the Independent Directors possess the requisite quali ications, expertise and experience including the pro iciency required to be Independent Directors of the Company, ful il the conditions of independence as speci ied in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. 13. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, your Directors state that:

1. In preparation of annual accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

2. They 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 31st March, 2025 and pro it of the Company for the year ended on that date;

3. They have taken proper and suf icient 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;

4. They have prepared the annual accounts on a going concern basis;

5. They have laid down proper internal inancial controls to be followed by the Company and they were adequate and operating effectively and

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively

The Board of Directors of the Company has constituted various Committees in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, such as Audit Committee, Nomination, Remuneration and Compensation Committee, and Stakeholders Relationship Committee. All decisions pertaining to the constitution of the Committees, appointment of members and ixing of terms of reference/role of the Committees are taken by the Board of Directors.

AUDIT COMMITTEE

The Composition of Audit Committee as on 31^st March, 2026 is :-

Name	Designation in committee	Nature of Directorship
Mr. Sameer Prem Bhagat	Chairman	Non-Executive Independent Director
Ms. Bina Trivedi	Member	Non-Executive Independent Director
Mrs. Rachana Zuzer Lucknowala	Member	Executive Director

NOMINATION REMUNERATION AND COMPENSATION COMMITTEE

The Composition of Nomination, Remuneration and Compensation Committee as on 31^st March, 2026 is:-

Name	Designation In Committee	Nature of Directorship
Ms. Bina Trivedi	Chairman	Non-executive Independent Director
Mr. Sameer Prem Bhagat	Member	Non-Executive Independent Director
Mr. Armaan Zuzer Lucknowala	Member	Non-Executive Director

STAKEHOLDER RELATIONSHIP COMMITTEE

The Composition of Stakeholder Relationship Committee as on 31^st March, 2026 is:-

Name	Designation In Committee	Nature of Directorship
Ms. Bina Trivedi	Chairman	Non-executive Independent Director
Mr. Sameer Prem Bhagat	Member	Non-Executive Independent Director
Mr. Firoz Hatim Lucknowala	Member	Executive Director

The Composition of Internal Complaints Committee as on 31^st March, 2026 is : -

Name	Designation In Committee	Nature of Directorship
Ms. Rachana Lucknowala	Chairman/ Presiding Officer	Managing Director
Ms. Bina Trivedi	Member	Non-Executive Independent Director
Mr. Firoz Lucknowala	Member	Non-Executive Independent Director

RISK MANAGEMENT

The Company has Risk Management Systems in place including identi ication of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. After identifying the risk and assessing the level of impact, controls are put in place to mitigate the risk by the concerned executives/the Board to control the exposure of the risk and balance the impact of risk on a continuous basis.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has Whistle Blower Policy encompassing vigil mechanism to report genuine concerns and grievances. The policy provides adequate safeguards against victimisation of persons who use the Whistle Blower mechanism. It provides appropriate avenues to the employees to bring to the attention of the management any issue, which is perceived to be in violation or in con lict with the fundamental business of the Company. The employees are encouraged to voice their concerns by way of whistle blower policy and have been given access to the Audit Committee. The policy is available on the website of the Company at https://www.partycruisersindia.com/

15. MEETINGS OF THE BOARD AND COMMITTEES

The Board met 7 (Seven) times during the inancial year. The gap between these meetings was within the prescribed period under the Act and SEBI Listing Regulations. The Audit Committee met 4 (Four) times during the inancial year, Nomination and Remuneration Committee met 2 (Four) times during the year & Stakeholders Relationship Committee met 1

(One) time during the year. The gap between these meetings was within the prescribed period under the Act and SEBI Listing Regulations.

BOARD MEETING

Sr. No	Date of the Meeting	Number of Directors Present in the Meeting
1	17.04.2025	5
2	28.05.2025	8
3	09.07.2025	5
4	18.07.2025	5
5	02.09.2025	3
6	12.11.2025	5
7	16.01.2026	3

AUDIT COMMITTEE MEETING

Sr. No	Date of the Meeting	Number of Members Present in the Meeting
1	28.05.2025	3
2	02.09.2025	3
3	12.11.2025	3
4	23.02.2026	3

NOMINATION AND REMUNERATION COMMITTEE MEETING

Sr. No	Date of the Meeting	Number of Members Present in the Meeting
1	09.07.2025	3
2	02.09.2025	3

STAKEHOLDERS RELATIONSHIP COMMITTEE

Sr. No	Date of the Meeting	Number of Members Present in the Meeting
1	19.01.2026	3

16. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL

MEETINGS

The Board of Directors af irms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

17. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under the Company has appointed Mr. Pravesh Palod, Proprietor of M/s. Pravesh Palod & Associates a Company Secretary in Practice for a term of 5 ( ive) consecutive years to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year under review issued by M/s. Pravesh Palod & Associates is annexed to this Report as Annexure A.

18. STATUTORY AUDITORS

At the 30th Annual General Meeting of the Company held in the year 2024, the Shareholders had approved the appointment of M/s. Ramanand & Associates, Chartered Accountants, (Firm Registration No.117776W), as the Statutory Auditors of the Company for a period of ive years from the conclusion of the 30th AGM till the conclusion of the 35th AGM., in terms of the applicable provisions of Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. The Auditors Report on the Financial Statements of the Company for the year under review, “with a quali ied opinion”, as given by the Statutory Auditors, is disclosed in the Financial Statements forming part of this Annual Report. The Notes to the Financial Statements are self-explanatory and do not call for any further comments.

19. INTERNAL AUDITORS

The Board had appointed M/s. Rahul P Agarwal & Co., Chartered Accountant as the Internal Auditor of the Company for the FY 2025-26.

20. AUDITORS REPORT

The Auditors Report does not contain any quali ication, reservation, adverse remark or disclaimer. The Notes to the inancial statements referred in the Auditors Report are self-explanatory and do not call for any further comments.

21. REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor Secretarial Auditors have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its of icers and employees, details of which would need to be mentioned in the Directors Report.

22. ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the inancial year ended 31st March, 2026 is uploaded on the website of the Company and can be accessed at https://www.partycruisersindia.com/ 23. PUBLIC DEPOSITS

During the inancial year under report the Company has not accepted deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 24. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

25. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the year were on arms length basis and in the ordinary course of business. The Audit Committee has approved the related party transactions and subsequently the same were approved by the Board of Directors from time to time and the same are disclosed in the Financial Statements of the Company for the year under review. Further, pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board of Directors has, on recommendation of its Audit Committee, adopted a Policy on Related Party Transactions and the said policy is available on the website of the Company https://www.partycruisersindia.com/wp-content/uploads/2022/08/Policy-on-Related-Party-Transactions.pdf 26. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

The Company ensures optimized and ef icient consumption of energy in all the of ices/branches of the Company. With the implementation of its digital initiatives the Company has also substantially reduced its paper consumption. The Company has always leveraged technological innovations to improve its operational ef iciency and satisfy and retain our customer base.

Foreign Exchange Earnings & Outgo

Earnings: Nil Outgo Nil

27. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Companys internal inancial control over inancial reporting is a process designed to provide reasonable assurance regarding the reliability of inancial reporting and the preparation of inancial statements for external purposes in accordance with generally accepted accounting principles. The Companys internal inancial control over inancial reporting includes those policies and procedures that pertains to maintenance of records, provide reasonable assurance that transactions are recorded as necessary to permit preparation of inancial statements and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the inancial statements.

The Companys Board and Audit Committee reviews the adequacy and effectiveness of internal control systems, internal audit reports and legal compliances and provides guidance for further strengthening them. The Audit Committee reviews all quarterly and yearly inancial results of the Company and recommends the same to the Board for its approval.

28. SIGNIFICANT AND MATERIAL ORDERS IMPACTING GOING CONCERN STATUS

No signi icant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

29. MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as speci ied under Section 148(1) of the Act.

30. INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading and Policy on Disclosure of Material Events/ Information which is applicable to all Directors and the Designated Employees of the Company. The Code lays down the guidelines, which advices on the procedures to be followed and disclosures to be made while dealing in shares of the Company and indicate the consequences of non-compliance. A copy of the Code has been put on the Companys website. 31. HUMAN RESOURCES

As a service Company, the Companys operations are heavily dependent on quali ied and competent personnel. As on 31st March 2025, the total strength of the Companys permanent employees stood at 67 excluding casual & contract staff. Your Company takes signi icant effort in training all employees at various levels.

32. MANAGEMENT ANALYSIS AND DISCUSSION REPORT

As per Regulation 34(2)(e) of SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report highlighting the business of your Company forms part of the Annual Report. It, inter-alia, provides details about the economy, business, performance review of the Companys various businesses and other material developments during the year 2025-26 and is separately attached as Annexure B

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

There are no employees drawing a monthly or yearly remuneration in excess of the limits speci ied under Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendments thereof. The information containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

34. CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has undertaken CSR activities during the inancial year 2025-26. The Company has spent an amount of 18,00,000/- (Rupees Eighteen Lakhs only) towards its CSR obligations, which has been contributed to Sayali Charitable Trust for carrying out social as well as Institutional activities with the core objective of rendering sel less dedicated services to higher education in the ields of Pharmacy & Homeopathy. The CSR expenditure is in line with the activities speci ied in Schedule VII of the Companies Act, 2013 and the CSR Policy of the Company.

The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been provided in an Annexure ‘C which forms part of the Boards Report.

35. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. The Company has constituted an Internal Complaints Committee as per Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your directors state that during the year under review, there were no cases iled pursuant to the above Act.

36. EMPLOYEES STOCK OPTION PLAN 2022 & 2023 (ESOP 2022 & 2023)

The Nomination, Remuneration and Compensation Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees Stock Option Plan of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Bene its) Regulations, 2014 (“SEBI Regulations”). During the year under review, there was no change in the ESOP scheme of the Company. The company has two operative Employee Stock Option Scheme i.e. Employees Stock Option Plan 2022 (“ESOP 2022”), Employee Stock Option Plan 2023 (“ESOP 2023”) with an objective to reward the eligible employees for their performance in the company and to share the wealth created by the company with them.

The above Schemes are in line with the Securities and Exchange Board of India (Share Based Employee Bene its) Regulations, 2014 (“SBEB Regulations”). The Company has obtained certi icates from the Auditors of the Company stating that the Schemes have been implemented in accordance with the SBEB Regulations and the resolutions passed by the members. The details as required to be disclosed under the SBEB Regulations are given in Annexure “D” which forms part of this Boards Report.

37. MATERNITY POLICY:

The Company declares that it has duly complied with the provisions of the Maternity Bene it Act, 1961. All eligible women employees have been extended the statutory bene its prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and lexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

38. ANY POLITICAL CONTRIBUTION:

The Company has neither made any political contributions during the year nor disclosed the absence of such contributions as required under Section 182 of the Companies Act, 2013.

39. INSOLVENCY AND BANKRUPTCY CODE

During the inancial year under review, no applications was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the inancial year 2024-25.

40. MATERIAL CHANGES AND COMMITMENTS

There has been no change in the nature of business during the year. There have been no material changes and commitments affecting the inancial position of the Company which have occurred between the end of the inancial year of the Company to which the inancial statements relate and the date of this Report.

41. RBI GUIDELINES

The Company continues to be in compliance with the RBI Directions.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the co-operation and continued support received from customers, shareholders, investors, parent company, collaborators, vendors, inancial institutions, banks, regulatory authorities and the society at large during the year. Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress. For and on behalf of the Board of Directors

	Zuzer Lucknowala
	Managing Director
	(DIN: 00979509)
Place: Mumbai
Date: