Party Cruisers Ltd Directors Report

To

The Members,

Party Cruisers Limited

The Directors are pleased to present to you the 31 st Annual Report of Party Cruisers Limited ("The Company" or "Your Company") along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

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 reflect 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.

FINANCIAL HIGHLIGHTS

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

(Amt in 000)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	11,14,632	6,11,785	11,71,277	6,39,316
Total Expenses	10,03,716	5,28,445	10,55,303	5,55,564
Profit before extraordinary items and tax	1,10,916	83,340	1,15,974	83,752
Extraordinary Items	-	-	-	-
Profit before tax	1,10,916	83,340	1,15,974	83,752
Tax expense
1. Current Tax	32,671	21,500	(32,838)	(21,531)
2. Deferred Tax	(833)	(351)	1013	351
3. Excess/(Short) Provision of Tax for earlier years	0	0	0	0
Profit /(loss) after tax for the year	79,077	62,191	84,149	62,571
Less: Share of Minority Interest	-	-	1,116	89

Net profit after Minority Interest	-	-	83,033	62,482

PERFORMANCE REVIEW

On a Standalone basis, your Company earned revenue of Rs. 11,14,632 thousand for the FY 2024-25 as compared to Rs. 6,11,785 thousand in the previous year. The operations have recorded a Profit of Rs. 79,077 thousand as compared to a Profit of Rs. 62,191 thousand in the previous year.

The total consolidated revenue of the Company for FY 2024-25 stood at Rs. 11,71,277 thousand as compared to Rs. 6,39,316 thousand in the previous year. The consolidated operations have recorded a profit of Rs. 83,033 thousand as compared to a profit of Rs. 62,482 thousand in the previous year.

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

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.

SHARE CAPITAL STRUCTURE

Authorised Capital:

The Authorised Equity Share Capital as on 31st March, 2025 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. 11,92,61,210/- (Rupees Eleven Crore Ninety Two Lakh Sixty One Thousand Two Hundred and Ten Only) comprising of 1,19,26,121 (One Crore Nineteen Lakh Twenty Six Thousand One Hundred and Twenty One) Equity Shares of the face value of Rs.10/- (Rupees Ten) each. The paid-up Share Capital of the Company as on 31 st March, 2024 stood at Rs. 11,23,77,100/- (Rupees Eleven Crore Twenty Three Lakh Seventy Seven Thousand One Hundred Only) consisting of 1,12,37,710/- (One Crore Twelve Lakh Thirty Seven Thousand Seven Hundred and Ten) Equity Shares of the face value of Rs. 10/- (Rupees Ten) each. During the year, the Paid-up Capital was increased from Rs. 11,23,77,100/- to Rs. 11,92,61,210/-

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

ISSUE OF EQUITY SHARES PURSUANT TO CONVERSION OF SHARE WARRANTS

During the previous year, the Company allotted 6,36,297 fully convertible warrants on 5th February, 2024 to a non-promoter on a preferential basis at a price of ?‚?78.59 per warrant (including a premium of ?‚?68.59 per warrant). Upon receipt of the balance 75% of the warrant subscription money from the holders, the said warrants were converted into 6,36,297 equity shares.

DIVIDEND

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

SUBSIDIARIES

The Company has 4 (Four) Subsidiaries, Sanchjana Petals and Flowers Private Limited, PCL Events (HYD) Private Limited (Formerly known as Glint Designs Private Limited), Leo Ace Events Private Limited and Party Cruisers Events LLC as on 31st March, 2025. 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 fixtures.

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 Mr. Zuzer Lucknowala holds 70% of Shares in the Subsidiary Company.

Party Cruisers Events LLC is engaged in the business of filming of parties and events, managing and organizing of events, parties and entertainment services and such other services related to the event management.

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS:

During the year under review, the following mentioned were the Directors of the Company as on March 31, 2025:

Sr. No	Name of Directors	DIN/PAN	Designation
1.	Mr. Hatim Lucknowala	00979509	Managing Director
2.	Mrs. Zuzer Lucknowala	02466195	Managing Director
3.	Mr. Hatim Lucknowala	01553122	Executive Director
4.	Mr. 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. Mubaraka Kaunain Jaliwala	08614667	Independent Director
9.	Ms. Anthony Polekad	AJJPP7048R	Chief Financial Officer
10.	Mrs. Namrata Subhash Singh Negi	AMNPN1185C	Company & Compliance Officer
11.	Mr. Asit Oberoi	09089783	Non- Non- Independent Director
12.	Mr. Cyrus Rohinton Shroff	03205780	Non-Executive Non- Independent Director

APPOINTMENT DURING THE YEAR

Ms. Bina Trivedi was appointed w.e.f. 24 th August, 2024 as an Additional Non-Executive Independent Director of the Company and he was regularised as Non-Executive Independent Director of the Company at the 30 th Annual General Meeting.

Mr. Shaileshkumar Hemani was appointed w.e.f October 17, 2024 as an Additional Non-Executive Independent Director of the Company and he was regularised as Non-Executive Independent Director of the Company at the Extra-Ordinary General Meeting of the Company held on November 16, 2024.

Ms. Rachana Zuzer Lucknowala was appointed w.e.f October 17, 2024 as an Managing Director of the Company and the Extra-Ordinary General Meeting of the Company was held on November 16, 2024 for shareholders approval.

Ms. Riddhima Gupta was appointed as Company Secretary & Compliance Officer of the Company w.e.f 9 th July, 2025.

Mr. Firoz Hatim Lucknowala was appointed as the Chief Financial Officer of the Company w.e.f September, 02, 2025.

RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Act, read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Zuzer Hatim Lucknowala (DIN: 00979509), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re- appointment and your Board has recommended his re-appointment.

Pursuant to Regulation 36(3) of the SEBI Listing Regulations, brief resume of the Director proposed for appointment/re-appointment has been given in the statement annexed to the Notice convening the Annual General Meeting.

RESIGNATION DURING THE YEAR

Mr. Shamaun Ahmed (DIN: 06969462) resigned from the office of Independent Director of the Company due to his personal reasons on October 17, 2024.

Ms. Samaa Nusrat Shah (DIN: 07554045) resigned from the office of Independent Director of the Company due to personal reasons on August 24, 2024.

Ms. Namrata Subhash Singh Negi, Company Secretary & Compliance Officer of the Company, resigned

w.e.f June 16, 2025.

Ms. Phyllis Anthony Polekad, Chief Financial Officer of the Company resigned w.e.f August 14, 2025.

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 confirmed compliance with the Code. A copy of the Code has been put on the Companys website.

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

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 specific 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 flow 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 reflects the high degree of engagement of the Board and its Committees with the Company and its Management.

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 confirming 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 qualifications, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified 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.

DIRECTORS RESPONSIBILITY STATEMENT

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

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;

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 profit of the Company for the year ended on that date;

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 preventing and detecting fraud and other irregularities;

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

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

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

BOARD COMMITTEES

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 fixing 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, 2025 is :-

Name	Designation in committee	Nature of Directorship
Mr. Sameer Prem Bhagat	Chairman	Non-Executive Independent Director
Ms. Mubaraka Jaliwala	Member	Non-Executive Independent Director
Mrs.	Member	Executive Director

NOMINATION REMUNERATION AND COMPENSATION COMMITTEE

The Composition of Nomination, Remuneration and Compensation Committee as on 31 st March, 2025 is:-

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

STAKEHOLDER RELATIONSHIP COMMITTEE

The Composition of Stakeholder Relationship Committee as on 31 st March, 2025 is:-

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

INTERNAL COMPLAINTS COMMITTEE UNDER POSH

The Composition of Internal Complaints Committee as on 31 st March, 2025 is :-

Name	Designation In Committee	Nature of Directorship
Mrs. Anthony Polekad	Chairman/ Presiding Officer	CFO
Ms. Bina Trivedi	Member	Non-Executive Independent Director
Ms. Zuzer Lucknowala	Member	Executive Director

RISK MANAGEMENT

The Company has Risk Management Systems in place including identification 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 conflict 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/

MEETINGS OF THE BOARD AND COMMITTEES

The Board met 6 (Six) times during the financial 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 financial year, Nomination and Remuneration Committee met 2 (Two) times 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	14 th May, 2024	5
2	24 th August, 2024	6
3	17 th October, 2024	7
4	13 th November, 2024	5
5	10 th December, 2024	5
6	21 st March, 2025	5

AUDIT COMMITTEE MEETING

Sr. No	Date of the Meeting	Number of Members Present in the Meeting
1	14 th May, 2024	3
2	24 th August, 2024	3
3	13 th November, 2024	3
4	21 st March, 2025	3

NOMINATION AND REMUNERATION COMMITTEE MEETING

Sr. No	Date of the Meeting	Number of Members Present in the Meeting
1	24 th August, 2024	3
2	13 th November, 2024	3

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Board of Directors affirms 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.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under the Company has appointed Ms. Zalak Mehta, Proprietor of M/s. Zalak Mehta & Associates a Company Secretary in Practice to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the year under review issued by M/s. Zalak Mehta & Associates is annexed to this Report as Annexure A .

Further, in terms of the provisions of the Circular No. CIR/CFD/ CMD1/27/2019 dated 8th February, 2019 issued by Securities and Exchange Board of India, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended 31st March, 2025, thereby confirming compliance of the applicable SEBI Regulations and circulars / guidelines issued thereunder, on behalf of the Company.

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 five 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 qualified 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.

INTERNAL AUDITORS

The Board had appointed M/s. Rahul P Agarwal & Co., Chartered Accountant as the Internal Auditor of the Company for the FY 2024-25.

AUDITORS REPORT

The Auditors Report on the Financial Statements of the Company for the year under review, "with a qualified opinion", as given by the Statutory Auditors, is disclosed in the Financial Statements forming part of this Annual Report. The Auditors report contains the following audit qualification:

Audit Qualification	Qualified opinion
Managements Response	Trade receivable includes amount Rs. 14.22 Lakhs which were outstanding for substantial period of time. In this regard management is in the opinion that this balances not required any adjustment in the books of account and this will be settled in due course of business. With respect to confirmation from trade receivable we would like to inform that major parties are individual and not maintain books of accounts. Therefore, we are unable to get those confirmation.
Auditors Comments	Trade receivable includes amount Rs. 14.22 Lakhs which were outstanding for substantial Period of time, it is observed that contention of management can be relied upon from the evidence that company is regularly doing business with the some of the Parties whose balance are payable by the company. It is also observed that some of long outstanding trade receivables are Settled subsequently.

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 officers and employees, details of which would need to be mentioned in the Directors Report.

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 financial year ended 31st March, 2025 is uploaded on the website of the Company and can be accessed at https://www.partycruisersindia.com/

PUBLIC DEPOSITS

During the financial 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

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.

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

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION

The Company ensures optimized and efficient consumption of energy in all the offices/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 efficiency and satisfy and retain our customer base.

Foreign Exchange Earnings & Outgo

Earnings: Nil Outgo ?€“ Nil

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Companys internal financial control over financial 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 financial 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 financial 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 financial results of the Company and recommends the same to the Board for its approval.

SIGNIFICANT AND MATERIAL ORDERS IMPACTING GOING CONCERN STATUS

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

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 specified under Section 148(1) of the Act.

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.

HUMAN RESOURCES

As a service Company, the Companys operations are heavily dependent on qualified 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 significant effort in training all employees at various levels.

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 2024-25 and is separately attached as Annexure B

PAR TICULARS OF EMPLOYEES AND RELATED DISCLOSURE

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified 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.

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 financial year 2024-25. The Company has spent an amount of ?‚?11,00,000/- (Rupees Eleven Lakhs only) towards its CSR obligations, which has been contributed to Jeevan Jyoti Educational Society for carrying out educational and related welfare initiatives. The CSR expenditure is in line with the activities specified in Schedule VII of the Companies Act, 2013 and the CSR Policy of the Company.

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 filed pursuant to the above Act.

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 Benefits) 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 Benefits) Regulations, 2014 ("SBEB Regulations"). The Company has obtained certificates 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 attached herewith in Annexure C.

MATERNITY POLICY:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits 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 flexible 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.

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.

INSOLVENCY AND BANKRUPTCY CODE

During the financial 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 financial year 2024-25.

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 financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

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, financial 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

Place: Mumbai

Date: 02.09.2025

Sd/-Zuzer Lucknowala

Chairman & Managing Director (DIN: 00979509)