Touchwood Entertainment Ltd Directors Report

Dear Shareholders,

The Directors of your Company take pleasure in presenting its 28th Annual Report on the business and operations of the Company together with financial statements for the financial year ended the 31st March, 2025.

OPERATIONS - FINANCIALS

The summarized standalone and consolidated financial results of the Company for the financial year ended the 31st March, 2025 as compared to the previous year are as under:

(Rs. in Lakhs)

Corresponding figures for the previous year	Standalone		Consolidated
have been regrouped / recast wherever	Financial Year		Financial Year
necessary to correspond to current year / year Classification	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	6885.42	3271.73	6885.45	3324.67
Other Income	38.83	75.68	38.88	71.54
Less: Employee Benefit Expenses	332.06	285.25	342.03	325.95
Less: Purchase of Stock in Trade	299.90		299.90
Less: Finance Cost	18.05	5.27	18.05	5.30
Less: Depreciation & Amortization	67.08	42.57	75.93	52.49
Less: Other Expenses	5484.91	2529.57	5487.78	2566.51
Profit Before Tax & Exceptional Items	722.24	484.75	700.64	445.96
Exceptional Items	_	0.13	-	0.13
Profit Before Tax	722.24	484.88	700.64	446.08
Current Tax	184.36	123.16	184.36	123.16
Past Period	-	-	-	-
Deferred Tax	(0.86)	(0 .47)	(0.86)	(0.47)
Profit After Tax	538.74	362.18	51 7.14	323.39
Other Comprehensive Income	1 .45	5.54	1.45	5.54
Owners of the Company (A)	-	-	520.04	330.18
Non-Controlling Interest (B)	-	-	(1.45)	(1.24)
Total Co mprehensive Income(A+B)	540.19	367.73	518.59	328.94
Add: Balance brought forward from previous years (C)	1177.19	848.24	1082.20	790.80
Add: Amount forfeited against share warrants (D)	510.00	-	510.00	-
Amount available for appropriation (A+ C+ D) Appropriations:	2227.38	1215.96	2112.24	1120.98
Less: Dividend paid on Equity Shares including DDT	(44.32)	(38.78)	(44.32)	(38.78)
Balance carried to Balance Sheet	2183.06	1177.19	2067.92	1082.20

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FINANCIAL PERFORMANCE

Highlights of the Standalone Results:

¦ Revenue from operations for the year ended 31st March, 2025, was Rs. 6,885.42 lakhs, compared to Rs. 3,271.73 lakhs in the previous financial year, indicating a increase of 210.45%.

¦ EBITDA (including other income) for the year ended 31st March, 2025, was Rs.807.38 lakhs, compared to Rs.532.60 lakhs in the previous financial year, showing an increase of 151.59%.

¦ PAT for the year ended 31st March, 2025, was Rs. 538.74 lakhs, compared to Rs. 362.18 lakhs in the previous financial year, indicating an increase of 148.74%.

Highlights of the Consolidated Results:

¦ Revenue from operations for the year ended 31st March, 2025, was Rs. 6,885.45 lakhs, compared to Rs. 3,324.67 lakhs in the previous financial year, indicating an increase of 207.10%.

¦ EBITDA (including other income) for the year ended 31st March, 2025, was Rs. 794.62 lakhs, compared to Rs. 503.75 lakhs in the previous financial year, showing an increase of 157.74%.

¦ PAT for the year ended 31st March, 2025, was Rs. 517.14 lakhs, compared to Rs. 323.39 lakhs in the previous

financial year, indicating an increase of 159.91%.

INDUSTRY UPDATE

The events industry market encompasse s the planning, organization, and management of a diverse array of events. This sector includes wide range of events such as conferences, trade shows, exhibitions, corporate meetings, weddings, music concerts, sports events, festivals, and more. Over the past several years, the events industry is growing for the last several years, industry has experienced significant growth, driven by societys increasing desire to celebrate both small and large occasions.

The global events industry is expected to experience significant growth by 2035, driven primarily by increasing government and corporate sponsorship. With a projected CAGR of 6.8%, the market size is expected to increase from USD 1,552.9 (2025) Billion to USD 12.5 trillion (2035).

Similarly, the Indian Event and Exhibition Market is anticipated to expand from USD 5.66 billion in 2025 to USD 8.44 billion by 2030, reflecting a CAGR of 8.31% during the forecast period (2025-2030).

STATE OF COMPANYS 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

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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 20 th May, 2025, has not recommended any Dividend for the Financial Year ended on 31 st March, 2025 in order to prioritize future expansion and business development. This decision has been taken in the best interest of the Company and its shareholders, with a focus on sustainable growth, long-term expansion and value creation.

TRANSFER TO RESERVES

During the financial year, the Company has not transferred any amount to the general reserve. The closing balance of the retained earnings of your Company for FY 2024-25, after all appropriations and adjustments, was Rs. 2183.06 Lakhs.

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, 2025 is provided in the Annual Rep ort.

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. 11,08,12,450 divided into 11,081,245 Equity Shares of Rs. 10/- each. There is no change in the authorised, issued and paid-up share capital of the Company during FY 2024-25.

• During the year under review, your company had issued on 28 th February, 2023, a total of 29,00,000 (Twenty-Nine Lakhs) 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/ -) to Non- Promoter/Public category upon the receipt of 25% of the subscription money, in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI ICDR Regulations).

• Further, in this regard, out of the total 12 (Twelve) warrant holders, 11 (Eleven) warrant holders exercised their option and converted 9,00,000 (Nine Lakhs) warrants into an equivalent number of Equity Shares. However, 1 (One) warrant holder, namely Fossil Cretions Private

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Limited, did not exercise the option to convert its 20,00,000 (Twenty Lakhs) warrants into Equity Shares within the prescribed period of 18 months from the date of allotment, i.e., on or before August 31, 2024.

• Accordingly, the Board of Directors, at their meeting held on September 9, 2024, noted that the upfront amount received by the Company in respect of these unconverted warrants, amounting to ^5,10,00,000 (Rupees Five Crore and Ten Lakhs Only), representing 25% of the issue price for the said 20,00,000 warrants, stands forfeited in accordance with the provisions of Regulation 13 of the SEBI ICDR Regulations.

DETAILS OF SUBSIDIARY / TOINT 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-s ection (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 operates in the beauty industry, connecting consumers with top beauty professionals, products, and experiences, while unifying the community through strong business partnerships.

MakeMeUp has 2 verticals:

MakeMeUp Scho ol of Makeup Events & Exhibitions

MakeMeUp School of Makeup

MakeMeUp School of Makeup is dedicated to providing expert training in makeup artistry. We offer high-quality education that combines skill-building with a fulfilling learning experience, encour aging students to reach their full potential in a supportive, excellence-driven environment.

Currently operating in New Delhi, our mission is to help passionate individuals build successful careers in makeup.

We offer four comprehensive courses:

• Professional Makeup Course

• Bridal Makeup Course

• Advanced Makeup Course

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• Self Makeup Course

We also provide weekend and short-term programs tailored for working professionals.

Events & Exhibition

A key driver ^of MakeMeUps continued growth and visibility has been our active participation in industry events and exhibitions. At the heart of this effort is our flagship event — the MakeMeUp Festival — an annual two-day celebration dedicated to makeup, skincare, haircare, and cosmetology.

We were proud to be supported by our esteemed sponsors, Lotus and Makeup Secrets, whose generous contributions were instrumental in elevating the scale and quality of the event. Special thanks also go to Radio Mirchi, our official radio partner, for amplifying our reach with extensive on-air promotion and real-time event coverage. Their involvement helped drive widespread awareness and audience engagement.

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

WedAdvisor, incorporated on January 14, 2022, as a wholly owned subsidiary of Touchwood, is committed to transforming the fragmented wedding industry in India. The platform serves as a digital bridge connecting wedding vendors from across the country with prospective customers, allowing vendors to showcase their services and broaden their market reach. For customers, WedAdvisor offers a one-stop

solution for all wedding-related requirements, acting as a comprehensive hub for both industry professionals and individuals planning their special occasions.

WedAdvisor Business Verticals:

WedAdvisor offers two unique services to its users: Vendor Listings and Advisory Support. The platform enables users to explore and choose from a wide range of wedding vendors based on their location, service category, and specific needs. In addition, our Wedding Space feature provides a personalized virtual environment where users can organize, manage, and monitor every aspect of their wed ding — from ven dor coordination to guest lists — all in one place.

WedAdvisor provides users with two core services: Vendor Discovery and Expert Advisory. Through the platform, users can easily browse and connect with a diverse selection of wedding vendors tailored to their location and specific requirements. Complementing this, the Wedding Space is an exclusive digital toolkit designed to help users seamlessly plan and oversee their entire wedding journey — from managing vendor details to tracking guest information — all within a centralized, user-friendly interface.

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

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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 arms 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 transact ons were disclosed to the Board on regular basis. Details of related party transactions may be referred to in Note 31 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 arms 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

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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 Companys 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 Companys 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 2024-2025 & 2025-2026 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 organizations 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 Companys affairs are managed in a fair and transparent manner. This is vital to continue to gain and retain the trust of its stakeholders.

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Corporate overview C Statutory reports Financial statements

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.

Mrs. Paruldeep Kaur Mr. Michael Anthony Cruz Mr. Manjeet Singh Saini Mr. Vijay Kumar Pugalia Mr. Kishor Kumar		Non-Executive Independent Directors
		Chief Financial Officer
Mr. Dinesh Singla
		Company Secretary
Ms. Ritika Vats		& Compliance
		Officer

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Companys 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
		Whole-Time Director
Mr. Vijay Arora
Mrs. Jaswinder Kaur Mrs. Priyanka Arora Mr. Shrey Khnadelwal		Executive Directors

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.

RE-APPOINTMENT OF DIRECTORS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and as per

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the Articles of Association of the Company, Mrs. Priyanka Arora (DIN: 07931265), shall be retire by rotation at ensuing 28th Annual General Meeting (AGM) and being eligible offer herself for reappointment. The details of Director seeking re-appointment at the ensuing Annual General Meeting has been provided in the Notice of the Annual General Meeting, forming part of the Annual Report.

The Board of Directors have recommended their re-appointment. The resolution(s) seeking members approval for their reappointment form part of the AGM Notice. Brief resume of the Director(s) seeking appointment/ re-appointment, along with other details, as stipulated under Regulation 36(3) of the SEBI Listing Regulations read with the Secretarial Standard on General Meetings, is provided in the Brief Profile of Directors and Notice convening the AGM.

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 12 th February, 2025. 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 NonExecutive 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

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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.	21st May, 2024	10	8
2.	10th June, 2024	10	8
3.	12th August, 2024	10	8
4.	09th September, 2024	10	8
5.	13th November, 2024	10	9
6.	12th February, 2025	10	10

POLICY ON DIRECTORS

APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of Executive and Non-Executive Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on the 31 st March, 2025, the Board consists of ten members, one of whom is Whole-Time Director, one Managing Director, three are Executive Directors and five 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 Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 1 78 (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 Directors 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 2024-25

The Board meetings of the Company are conducted as per the provisions of the Act, Listing Regulations and applicable Secretarial Standards. Information as

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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 NonExecutive 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 Four 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

¦ Stakeholders Relationship Committee

¦ Corporate Social Responsibility

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 inform that because of evolving needs, circumstances and Companys commitment to optimizing capital allocation and enhancing operational efficiency, your Board of Directors, through board resolution passed on August 14, 2023 has decided to vary the objects of the preferential issue as stated in the explanatory statement of resolution approved by members dated February 05, 2023. This variation was subsequently approved by the shareholders through a Special Resolution passed during the 26th

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Annual General Meeting held on September 29, 2023.

Your Company believes that the proposed variation in the objects of the preferential issue is in the best interest of the Company. We aim to utilize the funds not only for the capital requirements needed for the growth and expansion of our subsidiary companies, but also intends to utilize it for Capital Expenditures for Business Expansion, Purchase of Movable/Immovable Assets, Working Capital requirements, General Corporate Purposes and Repayment of Loans in order to ensure optimum utilization of the Proceeds and maximize the return on investment for shareholders considering the current and upcoming business opportunities as reviewed by the Audit Committee.

During the year under review, an amount of Rs. 14,28,00,000/- (Rupees Fourteen Crore, Twenty-Eight Lakhs) was allocated and utilized towards the modified objects. The same has been utilized as follows:

• Modified Object 1: An amount of

^2,50,00,000 (Rupees Two Crore and Fifty Lakhs Only) was allocated for the growth and expansion of the business of the subsidiary companies of Touchwood Entertainment Limited, which is expected to enhance the overall business of the Company. The entire amount was already utilized in the previous financial year.

• Modified Object 2: An amount of

^10,00,00,000 (Rupees Ten Crore Only) was allocated towards Capital Expenditures for Business Expansion

and Purchase of Movable/Immovable Assets. Out of this, an amount of ^3,32,15,690 has been utilized during the year.

• Modified Object 3: An amount of ^1,78,00,000 (Rupees One Crore Seventy- Eight Lakhs Only) was allocated towards Working Capital Requirements, General Corporate Purposes, and Repayment of Loans. The entire amount was already utilized in the previous financial year.

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 Companys 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

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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 of Independent Directors

8. Policy for Preservation of Documents

9. Criteria for payment to Non-Executive Directors

10. Code of Conduct and Fair Disclosure for Prohibition of Insider Trading

11. Policy for determining material subsidiaries

12. Dividend Distribution Policy Business Responsibility Policy

13. Board Diversity Policy

14. Corporate Social Responsibility Policy

The Polices are available on the Companys website on the link

https:/ /touchwood.in/investor/?id=19

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 Companys 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

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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 Companys 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 2024-2025, 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.

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961.

The Company is complying with all the legal requirements of Maternity Benefit Act 1961 in true letter and Spirit.

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 2025-26.

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The Auditors Reports for the financial year 2024-25, including the one on Internal Financial Controls are self-explanatory and does not carry any observation/ qualification/ adverse remarks etc. or infirmity in the Companys affairs.

SECRETARIAL AUDITORS

In accordance with the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Company had appointed M/s Advitiya Vyas & Company, Practicing Company Secretary (Membership No. 13059 & CP No. 16257) to conduct Secretarial Audit for the f -25.

Further, pursuant to Regulation 24A of the Listing Regulations, the Board of Directors of the Company, on the recommendation of the Audit Committee, recommends the appointment of M/s Advitiya Vyas & Company, Practicing Company Secretary (Membership No. 13059 & CP No. 16257) as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from FY 2025-26 to FY 2029-30, subject to approval of the members of the Company at the ensuing 28 th Annual General Meeting.

M/s Advitiya Vyas & Company have confirmed that they are not disqualified from being appointed as Secretarial Auditors of the Company. They have also confirmed that they have subjected themselves to the peer review process of the Institute of Company

Secretaries of India (ICSI) and holds a valid certificate issued by the Peer Review Board of ICSI.

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 20252026.

INTERNAL CONTROL SYSTEMS AND ADEQUACY THEREOF

The Companys 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 Companys internal control environment and monitors the implementation of audit recommendations.

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PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE S

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, 2025, is available on the Companys website and can be accessed at

https://touchwood.in/investor/?id=26

CORPORATE SOCIAL RESPONSIBILITY

During the Year under review, provisions of Corporate Social Responsibility (CSR) pursuant to the provisions of the Section 135 of the Companies Act, 2013 is not applicable on your Company.

However, as on March 31, 2025, the Company met the criteria prescribed under Section 135(1) of the Companies Act, 2013. Accordingly, the Company has constituted a CSR Committee in compliance with the

applicable provisions and has also formulated a CSR Policy in line with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company shall implement the CSR initiatives in the financial year 2025-26 as per the applicable statutory framew ork.

The CSR policy has been placed on the website of the Company at https://touchwood.in/pdf.php?id=CSR Po licy.pdf

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 is nil 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

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CODE, 2016 DURING THE FINANCIAL YEAR

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the 4-25 .

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

There was no significant and material order

passed by the regulators or Courts or Tribunals impacting the going concern status and Companys 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 2024-25.

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 Companys 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:

1. In the preparation of annual accounts for the year ended the 31 st March, 2025, 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;

2. The Directors 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 on the 31 st March, 2025

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.

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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 Companys internal financial controls were adequate and effective during FY 20242025.

DECLARATION REGARDING

COMPLIANCE BY BOARD MEMBERS

AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS 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

Sd/-

Manjit Singh

Chairman & Managing Director DIN: 00996149

Place: New Delhi Date: August 07, 2025

Sd/-

Vijay Arora

Whole-Time Director DIN: 00996193

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