touchwood entertainment ltd Directors report

Dear Shareholders,

The Directors of your Company take pleasure in presenting its 26^th Annual Report on the business and operations of the Company together with financial statements for the financial year ended the 31^st March, 2023.

OPERATIONS- FINANCIALS

The summarized standalone and consolidated financial results of the Company for the financial year ended the 31^st March, 2023 as compared to the previous year are as under:

(Rs. in Lakhs)

Corresponding figures for the previous year have been regrouped / recast wherever	Standalone Financial Year	Consolidated Financial Year
necessary to correspond to current year / year	2022-2023	2021-2022	2022-2023	2021-2022
Classification
Revenue from Operations	3605.73	2662.36	3670.94	2662.36
Other Income	12.51	15.74	9.80	15.74
Less: Employee Benefit Expenses	267.80	201.75	329.15	201.75
Less: Finance Cost	5.54	12.20	5.59	12.20
Less: Depreciation & Amortization	58	62	61.29	57.22
Less: Other Expenses	2929.94	2127.77	2975.98	2129.54
Profit Before Tax & Exceptional Items	364.20	278.83	305.73	277.06
Exceptional Items	51.15	17.29	356.87	17.29
Profit Before Tax	415.34	296.12	356.87	294.35
Current Tax	110.44	81.55	110.44	81.11
Past Period	(0.34)	1.21	(0.34)	1.21
Deferred Tax	5.87	(2.38)	3.01	0.93
Profit After Tax	299.38	215.73	243.77	211.10
Other Comprehensive Income	9.92	17.59	9.92	17.59
Owners of the Company (A)	-	-	256.48	-
Non-Controlling Interest (B)	-	-	(2.79)	-
Total Comprehensive Income(A+B)	309.30	233.33	253.69	228.70
Add: Balance brought forward from previous	554.22	333.11	549.59	333.11
years (C)
Amount available for appropriation (A+ C)	863.52	566.44	806.07	561.81
Appropriations:
Less: Dividend paid on Equity Shares including	(15.27)	(12.22)	(15.27)	(12.22)
DDT
Balance carried to Balance Sheet	848.24	554.22	790.80	549.59

FINANCIAL PERFORMANCE

Highlights of the Standalone Results:

Revenue from operation for the year ended 31^st March, 2023 was Rs. 3605.73 Lakhs as against Rs. 2662.36 Lakhs in the corresponding last financial year, representing an increase of 135.43% over the last financial year.

EBITDA (including other income) for the year ended 31^st March, 2023 was Rs.

420.61 Lakhs as against Rs. 348.57 Lakhs in the corresponding last financial year, representing an increase of 120.67% over the last financial year.

PAT for the year ended 31^st March, 2023 was Rs. 299.38 Lakhs as against Rs.

215.73 Lakhs in the corresponding last financial year, representing an increase of 138.77% over the last financial year.

Highlights of the Consolidated Results:

Revenue from operation for the year ended 31^st March, 2023 was Rs. 3670.94 Lakhs as against Rs. 2662.36 Lakhs in the corresponding last financial year, representing an increase of 137.88% over the last financial year.

EBITDA (including other income) for the year ended 31^st March, 2023 was Rs.

372.60 Lakhs as against Rs. 346.80 Lakhs in the corresponding last financial year, representing an increase of 107.44% over the last financial year.

PAT for the year ended 31^st March, 2023 was Rs. 243.77 Lakhs as against Rs.

211.10 Lakhs in the corresponding last financial year, representing an increase of 115.48% over the last financial year.

INDUSTRY UPDATE

The events industry market refers to the sector encompassing the planning, organization, and management of various types of events. It includes a wide range of events such as conferences, trade shows, exhibitions, corporate meetings, weddings, music concerts, sports events, festivals, and more. The events industry is growing for the last several years, the reason for its growth is that society wants to celebrate every small and big occasion.

The global events industry is anticipated to grow tremendously by 2031, mainly due to increasing government and company sponsorship. The global events industry is predicted to rise at a tremendous CAGR of 13.7%, thereby garnering a revenue of $2,972.4 billion in the 2022-2031 timeframe.

The Indian Event and Exhibition Market size is expected to grow from USD 4.75 billion in 2023 to USD 8.71 billion by 2028, at a CAGR of 12.90% during the forecast period (2023-2028).

STATE OF COMPANY?S AFFAIRS

Detailed discussion on the state of affairs of the Company has been covered as part of the

Management Discussion and Analysis Report (MDAR).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIVIDEND

The Board in its meeting held on 23^rd May, 2023, recommended a final dividend of Rs. 0.35/- per equity share for the Financial Year ended on 31^st March, 2023, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

TRANSFER TO RESERVES

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), applicable provisions of the Companies Act, 2013 ("Act") read with the rules issued thereunder and Indian Accounting Standard (Ind AS)-110 on Consolidated Financial Statements, the Audited Consolidated Financial Statement for the Financial Year ended 31^st March, 2023 is provided in the Annual Report.

During the year, the Board of Directors reviewed the affairs of the subsidiaries in accordance with Section 129(3) of the Companies Act, 2013.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 20,00,00,000 divided into 2,00,00,000 Equity Shares of Rs. 10/- (Rupees Ten only) each. The Paid-up Capital of the Company is Rs. 10,18,12,450 divided into 1,01,81,245 Equity Shares of Rs. 10/- each.

During the year under review, the Board of Directors at its meeting held on 28^th February, 2023 considered and approved the allotment of 29,00,000 (Twenty-Nine Lakh) Warrants convertible into equal number of Equity Shares of face value of Rs. 10/- each at a price of Rs. 102/- (including premium of Rs. 92/-) for each Warrant to Non-Promoter/Public. The Company has

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25% of the issue price of warrants from the respective allottees. Each warrant is convertible into one equity share of face value of Rs. 10/- within a period of 18 months from the date of allotment of warrants.

The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

During the year under review, your Company has one subsidiary viz. MakeMeUp Private Limited & one wholly owned subsidiary viz. WedAdvisor Solutions Private Limited.

The salient features of the financial statements of subsidiaries, associate companies and joint ventures are given in the Statement in Form AOC-1 (Annexure I) forming a part of the financial statement attached to this Directors? Report and pursuant to first proviso to Sub-section (3) of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014

The Financial Statements, as required, of the subsidiary companies shall be available on website of the Company at https://touchwood.in/investors

Report on the highlights of performance of Subsidiaries and their contribution to the overall performance of the company.

Pursuant to Section 134 of the Act and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on highlights of performance of subsidiaries and their contribution to the overall performance of the Company is as under:

1. MakeMeUp Private Limited, India (Subsidiary)

The Company is engaged in the business of creating a platform that connects consumers to top notch beauty professionals, products and provides access to beauty experiences. MakeMeUp operates in the beauty & makeup industry. The brand strives to recognize and connect the entire beauty community in a manner of business association.

MakeMeUp has 3 verticals:

MakeMeUp beauty App MakeMeUp School of Makeup Events & Exhibitions

MakeMeUp Beauty App

MakeMeUp is a direct-to-consumer e-commerce platform that caters to the entire beauty segment and connects consumers to top-notch make-up artists, beauty professionals, products, events and provides access to beauty experiences.

Unlike the conventional competitor brands, MakeMeUp?s Beauty App business model is only focused on beauty products & services comprising three verticals namely Selling Beauty Products, Providing Beauty Services and Beauty Event Ticket Bookings making it a marketplace for every kind of vendor who belongs to the niche.

The main motto of the platform is to create a strong community and bring together consumers, businesses and artists from multiple backgrounds and to help them leverage the opportunities, build their businesses, find all beauty related ideas, gain knowledge on mastering their skills.

Beauty Products

The product segment works on drop-ship

PRGHO__ 0DNH0H8S_ RQERDUGV_ FRVPHWLF_ brands of various business sizes. Its main focus is to work and partner with small, medium and premium Indian homegrown brands to create a pan India consciousness for made-in-India products and uplift local businesses.

MakeMeUp has enlisted 1500+ products from 40+ Indian Homegrown brands till 31^st March 2023.

Beauty Salon & Home Salon Appointments

The app showcases multiple salons and artists, giving the consumer an option of either going to the salon by booking a service or getting their beauty services done at the ease of their desired locations. The listed professionals/Salons are highly trained and qualified.

200+ Salons and 50+ Beauty Artists are Live on the Marketplace.

Beauty Events

MakeMeUp features and gives an option to the consumer to book tickets or register themselves to several masterclasses hosted by major artists and makeup courses. Tickets to masterclasses and makeup courses are being sold through the platform.

The MakeMeUp android application has 10k+ app installs on Google Play Store with 700+ ratings summing up to 4.9 stars.

MakeMeUp School of Makeup

This is an initiative undertaken by us to provide expert training & education in the space of makeup.

With an influential mark in the beauty space, we commit to quality learning & experience while ensuring each student has a happy and enriching experience and also bring challenges to achieve their absolute best.

There is currently 1 branch of the school in New Delhi.

Our vision is to help individuals with interest, dedication & passion in the world of makeup build a career/profession out of it. We offer 4 courses that are extremely well drawn out to help our target audience learn the art of makeup, build an expertise in their particular field of interest.

We also offer weekend courses & short duration courses that enables us to capture and provide to a larger audience & working woman.

MakeMeUp Professional Makeup course MakeMeUp Bridal makeup course MakeMeUp Advance Makeup course MakeMeUp Self Makeup course

We have successfully finished our 4^th batch, and the 5^th batch is ongoing in New Delhi.

Shaadi Ready

Shaadi Ready is an initiative taken by us to get actively involved in the billion-dollar wedding industry. It is one stop solution to all wedding dry salon requirements! We help your guests achieve their party glow in quick time & by efficient professionals.

4 projects have been successfully completed since the onset of the initiative - in different cities like – Udaipur, Jaipur & New Delhi.

Events & Exhibition

A major avenue of establishment in MakeMeUp is through events & exhibition in the industry. We have an annual celebration called the "MakeMeUp Festival" which is a 2-day affair and encompasses makeup, skincare, haircare, cosmetology & artists under one roof. With numerous renowned masterclasses by experts & influencers, the second edition of this festival happened on 17^th-18^th of September, 2022 at

A-dot, Gurugram. We received a participation of 25+ brands at exhibition, 1500+ students for masterclasses & an average footfall of 5000 -8000 people on both days.

A one-day masterclass was organized by Tamanna Roashan, an international makeup artist from Los Angeles & of Hollywood fame in New Delhi, India at The Ashok in March?23. The class was a very informative & enlightening session for all attendees to learn the international standards of makeup artistry. With over 180 + registrations & students? participation it was a smooth 1-day event. Over 20+ makeup & skincare brands participated in the manner of goody bag sponsorships & the targets were achieved.

We are also organizing the 3^rd edition of the MakeMeUp Festival in December, 2023.

2. WedAdvisor Solutions Private Limited, India (Wholly-Owned Subsidiary)

The Company is engaged in the business of creating a platform that aims to streamline the disorganized wedding market by connecting vendors (located anywhere in India) to customers. It allows vendors to showcase their offerings and boost their reach. For customers, it is a one-stop solution, where they get all wedding related services on one app. The Company has been incorporated on 14^th January, 2022 as a wholly owned subsidiary of Touchwood.

WedAdvisor is an Indian wedding planning website and application designed to be a convergence point for industry players and those planning their big celebrations.

WedAdvisor Business Verticals:

Website & Mobile Application

WedAdvisor conducts its primary operations through its website and mobile application. The WedAdvisor platform will be providing two distinctive services to its users- Vendors and Advisors. Through our platform, users will be able to browse and select required vendors based on location and niche. The Wedding Space will be an intimate virtual platform where you can curate and keep a track of everything and everyone related to your wedding. Our application is available on iOS and Google Play Store.

Magazine

WedAdvisor magazines inaugural issue, launched on August 24, 2022, at the esteemed Bougie Delhi. With the captivating theme "A Piece of Art," this debut edition intricately weaved together prevailing trends and insightful predictions. Renowned illustrator Raghu Vyass exceptional artwork graced our pages, elevating the visual experience. The magazine featured accomplished actor Akansha Ranjhan Kapoor on the cover, the magazine exudes sophistication. Fashion spreads boasted charismatic figures like Siddhartha Tyler and influencer Nikki Mehra. WedAdvisors inaugural issue established as a premier source of wedding inspiration, fusing artistry and innovation for unparalleled excellence. Approx. 600 -700 copies of our magazine were published and distributed.

The second captivating installment of WedAdvisor magazine, launched on March

3, 2023, this edition continued our commitment to weaving together the finest elements of weddings and elegance. Encompassing an exhaustive array of trends, forecasts, and indispensable insights, this issue served as a guiding light for orchestrating opulent wedding affairs. Adorning the cover is the illustrious actress Hansika Motwani, adding her allure to our pages. The edition also featured a captivating fashion photoshoot with the trendsetting influencer Deeksha Khurana, bringing contemporary style to the forefront. With its unwavering dedication to excellence, WedAdvisors second magazine continued to set new standards in the realm of wedding inspiration and guidance. Approx. 800 -1000 copies of second issue were published and distributed.

WedAdvisor?s USP lies in its industry experts named Advisors. We provide two packages- WA Packages and WA Pioneers, where users will be able to book single/multiple and single sessions respectively. Our platform caters to the masses and those who do not wish to spend a large chunk of their celebration budget on event and wedding planners.

Pursuant to Regulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter "Listing Regulations"), a material subsidiary in a year shall be a subsidiary whose income or net worth exceeds 10% of the consolidated income or net worth respectively of the Company and its subsidiaries, in the immediately preceding accounting year. At present, there is no such material subsidiary of the Company within the meaning of the above Regulation.

DEPOSITS

During the year under review, the Company has not accepted any deposits, thus far, within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES AND 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 the Financial Statements.

RELATED PARTY TRANSACTION

Following the provisions of Section 188(1) of the Companies Act, 2013, all Related Party contracts / arrangements / transactions entered by the Company during the financial year had been in the ordinary course of business and on arm?s length basis, with Audit Committee having a domain role.

The Board of Directors brought into picture, wherever necessary and/or obligatory. Therefore, the provision of Section 188 of the Companies Act, 2013 were not attracted. There are no materially significant Related Party Transaction during the year under review that would have required shareholders? approval under the Listing Regulations made by the Company with Promoters, Directors or other designated person which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

During the year, the Company has not entered into any contract / arrangement / transaction with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Related party transactions were disclosed to the Board on regular basis. Details of related party transactions may be referred to in Note 29 of the Standalone Financial Statements.

All related party transactions which were entered during the Financial Year were in the ordinary course of business and on an arm?s length basis. All the Related Party Transactions are placed before the Audit Committee for prior approval, as required under the Act and Listing regulations. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis. The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no materially significant Related Party Transactions made by the Company during the year that would have required shareholders? approval under the Listing Regulations. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

The Company has adopted policy on Related Party Transactions and can be accessed on the Company?s website at https://touchwood.in/investor/

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments that have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION & PROTECTION FUND

In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").

During the year under review there is no amount which is required to be transferred to the investors? education & protection fund as per the provisions of section 125 (2) of the Companies Act, 2013.

LISTING OF SHARES

Your Company?s equity shares are listed and traded on National Stock Exchange of India Ltd (‘NSE?) with ISIN INE486Y01013 & Symbol TOUCHWOOD. The Company has paid the annual listing fee for the Financial Year 2022-2023 & 2023-2024 to the said Stock Exchanges.

CHANGE IN THE NATURE OF BUSINESS, if any

There is no material change in the nature of business during the year.

CORPORATE GOVERNANCE

Corporate governance is an ethically driven business process that is committed to values and aimed at enhancing an organization?s brand and reputation. This is ensured by taking ethical business decisions and conducting business with firm commitment to values, while meeting stakeholders? expectations. Further Corporate Governance is based on the principles of conducting the business with all integrity, fairness and being transparent with all the transactions, making the necessary disclosures and decisions, complying with the laws of the land, accountability and responsibility towards the stakeholders and commitment of conducting the business in an ethical manner. At Touchwood, it is ensured that Company?s affairs are managed in a fair and transparent manner. This is vital to continue to gain and retain the trust of its stakeholders.

A separate section on Corporate Governance standards followed by your Company and the relevant disclosures, as stipulated under the Listing Regulations, Companies Act, 2013 and Rules made thereunder, forms part of the Annual Report.

A Certificate from M/s Advitiya Vyas & Company, Practicing Company Secretary, confirming the compliance by the Company to the conditions of Corporate Governance as stipulated under the Listing Regulations, is annexed to this Report as Annexure II, which forms part of the Annual Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company?s policy is to maintain an optimum combination of Executive and Non-Executive Directors on the Board. None of the director and KMP of the Company is disqualified under the provisions of the Act or the Listing Regulations. The composition of the Board and Key Managerial Personnel is as follows:

Mr. Manjit Singh	Managing Director
Mr. Vijay Arora	Whole-Time Director
Mrs. Jaswinder Kaur
	Executive Director
Mrs. Priyanka Arora
Mrs. Paruldeep Kaur
Mr. Michael
Anthony Cruz	Non-Executive
Mr. Manjeet Singh	Independent
Saini	Directors
Mr. Vijay Kumar
Pugalia
	Chief Financial
Mr. Dinesh Singla
	Officer
	Company Secretary
Ms. Ashima Arora	& Compliance
	Officer

All the Non-Executive Independent Directors are qualified to be appointed as such under the relevant provisions of the Companies Act, 2013 read with the rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and shall not be subject to determination for retirement of Directors by rotation. In terms of Section 149, 159, 152, 160 and other applicable provisions, if any of the Companies Act, 2013, the Independent Directors been appointed for 5 years, are not liable to retire by rotation.

In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite experience, qualification and expertise. For further details, please refer Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director as per the provisions of Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (LODR) Regulations, 2015 ("the Listing Regulations").

There has been no change in the circumstances offering their states as independent directors of the company so as to qualify themselves to the companies act 2013 and the relevant regulations.

MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation

25 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on 13^th February, 2023. The Independent Directors at the meeting, inter alia, reviewed the following:

Performance of Non-Independent Directors and Board as a whole. Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Director.

Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (‘IICA?) towards the inclusion of their names in the data bank and they meet the requirements of proficiency self-assessment test. The Company has received declarations of independence in accordance with the provisions of the Act as well as the LODR Regulations from all the Independent Directors.

MEETINGS OF THE BOARD OF DIRECTORS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming quarter is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

During the year under review, Six Board Meetings were convened and the gap between the meetings was as per the period prescribed under the Companies Act, 2013.

S. No.	Date of Board Meeting	Board Strength	No. of Directors Present
1.	26th May, 2022	8	6
2.	8th August, 2022	8	7
4.	14th	November,	8	6
	2022
5.	12th	January,	8	6
	2023
6.	13th	February,	8	8
	2023
7.	28th	February,	8	6
	2023

POLICY ON DIRECTOR?S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on the 31^st March, 2023, the Board consists of eight members, one of whom is Whole-Time Director, one Managing Director, two are Executive Directors and four are Independent Directors including one woman Director. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Director?s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 178 (3) of the Companies Act, 2013 is adopted by the Board. The remuneration paid to the Directors is as per the provisions of Companies Act, 2013 and the rules made thereunder. Policy for Selection of Directors, determining Director?s Independence and Appointment and Remuneration Policies are annexed as Annexure – III.

DIRECTORS? REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178 OF COMPANIES ACT, 2013

As stipulated under Section 178 of the Act and based on the recommendation of the Nomination and Remuneration Committee, the Board has approved a Nomination and Remuneration Policy of the Company. The

Policy documents the mechanism for appointment, cessation, evaluation and remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company. Information on the Policy and details of the criteria for determining qualifications, positive attributes and other matters in terms of Section 178 of the Act are provided in the Corporate Governance Report.

INFORMATION ON BOARD MEETING PROCEDURE AND ATTENDANCE DURING THE FINANCIAL YEAR 2022-23

The Board meetings of the Company are conducted as per the provisions of the Act, Listing Regulations and applicable Secretarial Standards. Information as mentioned in the Act and Schedule II to the Listing Regulations and all other material information, as may be decided by the management, is placed for consideration of the Board. Details on the matters to be discussed along with relevant supporting documents, data and other information is also furnished in the form of detailed agenda to the Board and the Committees concerned, to enable directors take critical decisions and accordingly advise the management.

Details regarding information furnished to the Board members, number of Committee and Board meetings held during the year along with attendance record of each director has been disclosed in the Corporate Governance Report of the Company.

PERFORMANCE EVALUATION OF THE BOARD

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The Board has followed the above policy for the evaluation of its performance and that of its Committees and individual Directors including Chairman.

The Company is committed to benchmark itself with best practices and standards in all areas including Corporate Governance. To this end, the Board has the analytical and functional support of Committee of Directors, Audit Committee & Nomination

& Remuneration Committee. The system brings insight & effectiveness in to the designated areas of Corporate Governance.

COMMITTEES OF THE BOARD

Currently, the Board has Three Committees which have been established in compliance with the requirements of the business and relevant provisions of the applicable laws and statutes. These are:

Audit Committee,

Nomination and Remuneration Committee and Stakeholders Relationship Committee

The details with respect to the composition, terms of reference, number of meetings held etc. of these Committees are given in the Report on Corporate Governance which forms part of this Annual Report.

DISCLOSURE ON STATEMENT OF DEVIATION(S) OR VARIATION(S)

Pursuant to Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, We hereby confirm that there has been no deviation or variation in the use of proceeds of funds raised through Preferential Allotment of Convertible Warrants from the objects as stated in explanatory statement to the notice of Extra Ordinary General Meeting dated January 12, 2023.

The Board in its? meeting held on 14^th August 2023, proposed variation in terms of the objects of the preferential issue to utilize/deploy the funds towards not only capital requirement for the growth and expansion of the business of the subsidiary companies, but also to utilize it for Capital Expenditures for Business Expansion, Purchase of Movable/Immovable Assets, Working Capital requirements, General Corporate Purposes and Repayment of Loans, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING AND FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a "Code of Conduct for Prohibition of Insider Trading", the Company has also adopted a "Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information".

The Code of Conduct for Prohibition of Insider Trading and Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information are drawn up on the principle that the Company?s directors and employees owe a fiduciary duty, amongst others, to the shareholders of the Company to place the interest of shareholders above their own and conduct their personal securities transactions in a manner that does not give rise to any conflict of interest. These codes lay down the mechanism for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information ("UPSI") to the investor community by the Company to enable them take informed investment decisions with regard to its securities.

The Code of Conduct for Prohibition of Insider Trading prescribes the procedure for trading in securities of the Company and the disclosures to be made by persons covered under the Insider Trading Policy with respect to their shareholding in the Company, both direct and indirect.

POLICIES OF THE COMPANY

The Company is committed to high ethical standards in its business transactions guided by its value systems. The Listing Regulations mandate formulation of certain policies for listed companies. Accordingly, the Board of Directors has from time to time framed and approved policies as required by the Listing Regulations as well as under the Act. These policies are reviewed by the Board at periodic intervals.

Some of the key policies that have been adopted till date are as follows:

S. Name of Policy No.

1. Code of Conduct Policy

2. Policy for determining Materiality of Events

3. Policy on dealing with Related Party Transaction

4. Remuneration Policy

5. Vigil Mechanism & Whistle Blower Policy

6. Stakeholders Relationship Committee Policy

7. Terms and Conditions of Appointment 8. of Independent Directors

9. Policy for Preservation of Documents

10. Criteria for payment to Non-Executive Directors 11. Code of Conduct and Fair Disclosure for Prohibition of Insider Trading 12. Policy for determining material subsidiaries 13. Dividend Distribution Policy

The Polices are available on the Company?s website on the link www.touchwood.in/investor.php

BUSINESS RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 the Company may constitute a Business Risk Management Committee which shall be entrusted with the responsibility to assist the Board in:

Formulating and implementing Risk Management Policy; Overseeing and approving the Company?s enterprise-wide risk management framework; and Overseeing that all the risks that the Company faces such as strategic, financial, credit, market, liquidity, property, IT, legal, regulatory, reputational, employee and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

At present the Company has not identified any element of risk which may perceptibly threaten the existence of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

With a view to familiarize the independent directors with the Company?s operations, as required under regulation 25(7) of the SEBI Listing Regulations, 2015, the Company held familiarization programmes for the Independent Directors on an ongoing and continuous basis. The details of the familiarization programmes is placed on company website https://touchwood.in/investors/

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a comprehensive Whistle-blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013, details of which are included in Corporate Governance Report. There has been no case to report for the FY 2022-2023, no individual was denied access to the Audit Committee for reporting concerns, if any.

The Vigil Mechanism policy has been placed on the website of the Company at https://touchwood.in/investor/?id=19

PREVENTION OF SEXUAL HARASSMENT

The Company has Zero tolerance towards sexual harassment at the workplace and to this end, has adopted a policy in line with the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder, details of which are included in Corporate Governance Report. An Internal Complaint Committee (ICC) has also been set up to redress complaint received on sexual harassment. During the financial year under review, the ICC received no complaint of sexual harassment.

AUDITORS & AUDITORS? REPORT

STATUTORY AUDITOR

The Statutory Auditors, M/s VSD & Associates, Chartered Accountants (FRN No.:008726N), were re-appointed pursuant to the provisions of Sections 139, 142 of the Act and the Rules made thereunder from the conclusion of the 25^th Annual General Meeting upto the conclusion of the 30^th Annual General Meeting of the Company, at the Annual General Meeting held on 28th September, 2022. Accordingly, they would continue as the Statutory Auditor for the Financial Year 2023-24.

The Auditors? Reports for the financial year 2022-23, including the one on Internal Financial Controls are self-explanatory and does not carry any observation/ qualification/adverse remarks etc. or infirmity in the Company?s affairs.

SECRETARIAL AUDITORS

The Board of Directors, pursuant to the provisions of Section 204 of the Companies Act, 2013, appointed M/s Advitiya Vyas & Company, Practicing Company Secretary, as the Secretarial Auditor of the Company, to carry out the Secretarial Audit for the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT

Secretarial Audit Report, issued by the Secretarial Auditor in Form No. MR-3 forms part of this Report and is annexed herewith as Annexure – IV.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

The board on the recommendation of audit committee approved the appointment of M/s AAVN & Associates, Chartered Accountants, (FRN No. 013224C), Internal Auditors, for conducting the internal audit of the company for the Financial Year 2023-2024.

INTERNAL CONTROL SYSTEMS AND ADEQUACY THEREOF

The Company?s internal control systems as laid down to commensurate with the nature of its business, the size and the complexity of its operations. These are tested and certified by Statutory as well as Internal Auditors and cover all factories and key areas of business. Significant audit observations and follow up action thereon are reported to the Audit Committee. The Audit Committee, as aforesaid, reviews adequacy and effectiveness of the Company?s internal control environment and monitors the implementation of audit recommendations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

A Statement containing Particulars of Employees as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed in Annexure- V.

Further pursuant to the provision to Section 136(1) of the Companies Act 2013 read with the Rule 5(2) of the companies (Appointment

& Remuneration of Managerial Personnel) Rules 2014, will be sent to the members of the Company on request.

ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2023, is available on the Company?s website and can be accessed at https://touchwood.in/investor/?id=26

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Corporate Social Responsibility pursuant to the provisions of the Section 135 of the Companies Act, 2013 is not applicable on your Company.

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

The disclosures required to be made under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption are not applicable to the Company as the Company is engaged in the service sector of Entertainment Business and is not involved in any manufacturing activity. Foreign exchange earnings of the Company are Rs. 240.34 lakhs and outgo is nil.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Provisions of Business Responsibility and Sustainability Report (BRSR) pursuant to Regulation 34(2)(f) of the Listing Regulations is not applicable on your Company.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2022-23.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S OPERATIONS IN FUTURE

There was no significant and material order passed by the regulators or Courts or

Tribunals impacting the going concern status and Company?s operations in future.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Directors state that applicable Secretarial Standards have been followed during the financial year 2022-23.

FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

CAUTIONARY STATEMENT

Statements in the Annual Report, including those which relate to Management Discussion and Analysis, describing the Company?s objectives, projections, estimates and expectations, may constitute ‘forward looking statements? within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of Companies Act, 2013, your Directors state that:

__ In the preparation of annual accounts for the year ended the 31^st March, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

__ The Directors have selected such accounting policies and applied them

FRQVLVWHQWO\_ DQG_ PDGH_ MXGJPHQWV_ DQG_ estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on the 31^st March, 2023 and of the Profit of the Company for the year ended on that date;

3. 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, and

4. The Directors have prepared the annual accounts on a going concern basis.

5. The Directors have laid down Internal Financial Controls to be followed by the Company have been laid down and that such internal financial controls are adequate and operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all the applicable laws and that such Systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company?s internal financial controls were adequate and effective during FY 2022-2023.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY?S CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is available on the website of the Company at https://touchwood.in/

Pursuant to the Listing Regulations, a confirmation from the Managing Director regarding compliance with the Code by all the Directors and senior management of the Company is given in Annexure – VI.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to express their deep and sincere gratitude to the Clients, Customers and Shareholders of the Company for their trust and patronage, as well as to the Bankers, Securities and Exchange Board of India, National Stock Exchange, Government of India and other Regulatory Authorities for their continued co-operation, support and guidance.

	For and on behalf of the Board of Directors
	Touchwood Entertainment Limited
	Vijay Arora	Manjit Singh
	Whole-Time Director	Chairman & Managing Director
	DIN: 00996193	DIN: 00996149
Place: New Delhi
Date: September 1, 2023