Shalimar Agencies Ltd Directors Report

The Directors present their 44^th Annual Report along with Audited Statements of Accounts for the Financial Year ended 31st March, 2025.

FINANCIAL RESULTS

The performance of the Company is as follows:(Amount in Lakhs)

Particulars	As at 31 March, 25		As at 31 March, 24
	Standalone	Consolidated	Standalone
Revenue from Operations	66.21	10527.04	0
Other Income	0	111.56	0
Total Expenses	40.6	10058.41	5.20
Profit/(Loss) before exceptional items and tax	26.15	580.19	(5.20)
Exceptional Items	0	0	0
Profit/(Loss) before tax	26.15	580.19	(5.20)
Tax Expenses:
(1) Current Tax	6.80	101.33	0
(2) Deferred Tax (Asset)/ Liability	(0.06)	(85.70)	(0.05)
Profit (Loss) after Tax for the period	19.41	564.56	(5.15)
Total Comprehensive Income for the year	19.41	584.06	(5.15)
Earnings Per Share:
a) Basic (Rs.)	0.003	0	(0.02)
b) Diluted (Rs.)	0.003	0	(0.02)

COMPANY PERFORMANCE

Your Company posted financial results during the year under review. There was Income of 66.21Lakhs during the Financial Year 2024-2025 and incurred Profit of 19.41 Lakhs as compared to Previous Years Loss of Rs. (5.15) Lakhs.

DIVIDEND

The Company does not have adequate profits for the year under review hence decided not to declare any dividend.

TRANSFER TO RESERVES

In view of the losses incurred by the Company during the year, the Board of Directors did not propose to transfer any amount to reserves for the period under review.

FIXED / PUBLIC DEPOSITS

The Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the Financial Year under review.

CAPITAL STRUCTURE

During the financial year under review, the capital of the Company has changed - Authorized Share Capital of Company to Rs. 70,00,00,000/- (70,00,00,000 Equity Shares of Rs.1/- each) and the Paid-Up capital of Company is increased to Rs. 69,71,22,600/- (69,71,22,600 Equity Shares of Rs. 1/- each).

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY There are no material changes affecting the financial position of the Company subsequent to the close of the financial year 2025 till the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES/COURTS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-7 is available on the Company Website( www.espicelounge.com).

AUDIT STATUTORY AUDIT:

Pursuant to the provisions of section 139 of the act and the rules framed thereafter, M/s. JMT & Associates, (firms registration no. 104167W), Chartered Accountants, was appointed as statutory auditors of the company at the 43rd annual general meeting upto the conclusion of 48th annual general meeting to be held for the fy 2028-29. The auditors report for fiscal 2025 does not contain any qualification, reservation or adverse remark. the auditors report is enclosed with the financial statements in this annual report. the company has received audit report with unmodified opinion for on basis of audited financial results of the company for the financial year ended march 31, 2025 from the statutory auditors of the company.

The auditors have confirmed that they have subjected themselves to the peer review process of institute of chartered accountants of india (icai) and hold valid certificate issued by the peer review board of the ICAI. the company has recived consent letter and eligibility certificate from m/s. JMT &associates, chartered accountants, (firms registration no. 104167W), to act as statutory auditor of the company.

COST AUDIT

Cost Audit is not applicable to your Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sarada Putcha, Practicing Company Secretary to conduct the Secretarial Audit of the Company for the year ended 31^st March, 2025.

The Secretarial Audit Report in Form MR 3 is annexed herewith as Annexure II to this report and contains no qualification, reservation or adverse remarks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and nature of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the suggestions of internal audit function, Management undertakes corrective action in their respective areas and thereby strengthens the controls.

POLICY ON DIRECTORS 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 date of this report your Board consists of 6 Directors including 4 Executive Director and 2 are Independent Non-Executive Directors (including a women Director).

The Policy of the Company on Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of directors and other matters, as required under Section 178 (3) of the Companies Act, 2013 has been framed by the Company. We affirm that the Remuneration paid to the Directors is as per terms laid out in the Nomination and Remuneration Policy.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 read with the rules made thereunder and Regulation 16 of SEBI (LODR) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the Financial Year with related parties were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act and SEBI (LODR) Regulations. The prior approval of the Audit committee was sought for all related party transactions.

During the financial year ended 31^st March, 2025, there have been no related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website.

Detailed information about the Related Party Transactions is enclosed in Form AOC 2 as Annexure III to this report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(i) The steps taken by the company for 11utilizing the alternate sources of energy -Nil

(ii) The capital investment on energy conservation equipments - Nil Technology Absorption, adaptation and innovation:-

Indigenous Technology is involved for the manufacturing the products of the Company. Research and Development (R & D): No research and Development has been carried out.

Foreign exchange earnings: Rs. Nil Foreign exchange out go: Rs. Nil

RISK MANAGEMENT

The Company has adopted a Risk Management Plan for implementation of Enterprise Risk Management (ERM) framework. As per the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board shall establish a Risk Management Plan/ Policy and the Risk Management Committee shall evaluate the Risk Management systems periodically.

In line with this requirement, the Board is responsible for initiating and instituting the ERM framework and setting the requisite tone at the top for implementation of the ERM framework. Further, the Board shall be responsible for overseeing measures for managing risk. The Plan also envisages a key role for the Risk Management Committee which shall periodically (at least annually) review the adequacy of Risk Management Systems, recommend improvements if needed, discuss with external consultants, Internal Auditors to test the adequacy and effectiveness of the Risk Management System.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions under section 135 of the Companies Act, 2013 are not applicable to the company.

ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls commensurate with the size and needs of the business. These controls ensures the orderly and efficient conduct of its Business, including adherence to the Companys policies, identification of areas of improvement, safeguarding of its assets from unauthorized use, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial statements and / or disclosures.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy framed to deal with instance of Fraud and Mis- Management, if any in the Group pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 & 34 (3) of SEBI (LODR) Regulations, 2015. The details of the Policy are posted on the website: www.espicelounge.com. Employees can report to the Management concerned unethical behaviour, act or suspected fraud or violation of the Companys Code of Conduct Policy no employee has been denied access to the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013.All Employees (Permanent, Contractual, temporary, Trainees) are covered under this policy. There was no case of sexual harassment reported during the year under review.

BOARD MEETINGS

The Board of Directors duly met 8(Eight) times in the FY 2024-2025 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

1. 07-05-2024	2. 11-05-2024	3. 17-06-2024
4. 09-08-2024	5. 02-09-2024	6. 14-11-2024
7. 15-01-2025	8. 14-02-2025

DIRECTORS AND KEY MANANGERIAL PERSONNEL

During the financial year under review, the following changes occurred in the Board of Directors.

Appointment:

1. Mr. MOHAN BABU KARJOLA (DIN: 08570948) was appointed as Executive Director, Chairperson of the Company with effect from 14.11.2024.

2. Mr. Veluru Ramesh Naidu (DIN: 05287438) was appointed as Executive Director of the Company with effect from 15.01.2025

3. Mr. Venugopal Naidu Kongarla Venkatesh (DIN: 08561220) was appointed as Executive Director of the company with effect from 15.01.2025.

4. Mr. Vinay Kesaram (DIN: 08299745) was appointed as Non- Executive Independent Director of the company with effect from 15.01.2025.

5. Ms. Kondini Nikitha Chowdhary (DIN: 10897116) WAS appointed as Non- Executive Independent Director of the company with effect from 15.01.2025.

Resignation:

6. Mr. NOMULA SRINIVAS (DIN: 07496152) was resigned as Executive Director, of the Company with cessation date of 01.03.2025.

7. Mr. SIVA PRASAD GORTHY (DIN: 09137211) was resigned as Non- Executive Independent Director of the company with cessation date of 01.03.2025.

8. Mr. JANAKI YARLAGADDA (DIN: 02129823) was resigned as Executive Director, of the Company with cessation date of 01.03.2025.

9. Mr. MAYANK PURAN CHANDRA JOSHI (DIN: 07830843) was resigned as Non- Executive Independent Director of the company with cessation date of 01.03.2025.

10. Ms. SRIKONDA ANUPAMA (DIN: 10242417) was resigned as Non- Executive Independent Director of the company with cessation date of 01.03.2025.

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial 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 the Financial Year 2024-2025 Accordingly, pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

• In the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

• They have, selected such accounting policies as mentioned in the notes to the financial statements and applied 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 at the end of the financial year 2024-2025 and of the loss of the Company for that period.

• They 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 The annual accounts for the year 2024-2025 have been prepared on a going concern basis.

• They have laid down proper internal financial control to be followed by the Company and that the internal financial controls were adequate and are operating effectively.

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

COMPLIANCE DEPARTMENT:

Details of complaints/ requests received, resolved and pending during the Financial Year 2024-2025:

During the year	Received	Resolved	Pending
2024-25	Nil	Nil	Nil

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

SUBSIDIARIES

The following are the subsidiary details of the company:

Name of the investee	RELATION SHIP	Country of incorporation	Percentage of ownership 31-03-2025
Mirchi Wild Wings Private Limited	Subsidiary	India	100
MWW Gachibowli Private Limited	Step Down Subsidiary	India	100
Chicken Wild Wings Private Limited	Subsidiary	India	100
Teksoft Systems Inc	Subsidiary	U.S.A	100

COMMITTEES

Audit Committee (As on 31-03-2025)

The purpose of the Audit Committee is to assist the Board of Directors in reviewing the financial information which will be provided to the Members and others, reviewing the systems of internal controls established in the Company, appointing, retaining and reviewing the performance of internal accountants/internal auditors and overseeing the Companys accounting and financial reporting process and the audit of the Companys financial statements.

The power and terms of reference of the Audit Committee are as mentioned in Regulation 18 and Part C of Schedule II of SEBI (LODR) Regulations, 2015, read with Section 177 of the Companies Act, 2013.

During the FY 2024-2025, Audit committee met on 8 (Eight) times in the FY 2024-2025 on

1. 07-05-2024	2. 11-05-2024	3. 17-06-2024
4. 09-08-2024	5. 02-09-2024	6. 14-11-2024
7. 15-01-2025	8. 14-02-2025

The Composition is as follows:

Name	Designation	Category
Ms. Kondini Nikitha Chowdhary	Chairman	Independent Non Executive
Mr. Vinay Kesaram	Member	Independent Non Executive
Mr. Mohan Babu Karjola	Member	Executive

Nomination & Remuneration Committee (As on 31-03-2025)

The power and terms of reference of the Nomination and Remuneration Committee are as mentioned in Regulation 19 and part D of Schedule II of SEBI (LODR) Regulations, 2015, read with Section178 of the Companies Act,2013

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

To take into account the financial position of the Company, trend in the industry, appointees qualification, experience, past performance, past remuneration etc.

To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit. The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc. Remuneration to the Managerial Personnel for the financial year 2024-25- Stated in Annexure III

During the FY 2024-2025, the Nomination and Remuneration Committee Meeting was held on

1. 07-05-2024	2. 11-05-2024	3. 17-06-2024
4. 09-08-2024	5. 02-09-2024	6. 14-11-2024
7. 15-01-2025	8. 14-02-2025

The Composition is as follows:

Name	Designation	Category
Ms. Kondini Nikitha Chowdhary	Member	Independent Non-Executive
Mr. Vinay Kesaram	Chairperson	Independent Non-Executive

Stakeholders Relationship Committee (As on 31-03-2025) The Powers of the Committee are as follows:

The power and terms of reference of the Stakeholders Relationship Committee are as mentioned in Regulation 20 and part D of Schedule II of SEBI (LODR) Regulations, 2015.

The Committee has been delegated with the following powers:

To redress shareholder and investor complaints relating to transmission of Shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints etc.

To approve, transmission, and issue of duplicate / fresh share certificate(s)Consolidate and subdivision of share certificates etc.

To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transmission of Shares to the Registrar and Share Transfer Agents of the Company; Aarthi Consultants Pvt. Ltd.,1-2-285, Domalguda, Hyderabad - 500 029. Ph: 040 - 27642217, 27638111 Fax: 040 - 27632184

The Company has designated an exclusive E-mail ID shalimaragenciesltd@gmail.com for Complaints / Grievances.

During the FY 2024-2025, 8 meeting(s) of the Stakeholders Relationship Committee Meeting on

1. 07-05-2024	2. 11-05-2024	3. 17-06-2024
4. 09-08-2024	5. 02-09-2024	6. 14-11-2024
7. 15-01-2025	8. 14-02-2025

The Composition is as follows:

Name	Designation	Category
Ms. Kondini Nikitha Chowdhary	Chairperson	Independent Non Executive
Mr. Vinay Kesaram	Member	Independent Non Executive
Mr. Mohan Babu Karjola	Member	Executive

Declaration from Independent Directors on Annual Basis:

FY2024-2025-The Company has received a declaration from Mr.Vinay Kesaram and Ms. Kondini Nikitha Chowdhary - Independent Non-Executive Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

The Composition is as follows:

Name	Designation	Category
Mr. Vinay Kesaram	Member	Independent Non-Executive
Ms. Kondini Nikitha Chowdhary	Chairperson	Independent Non-Executive

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT

The Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the valuable support extended by various departments viz., Central and State Governments, Stock Exchanges, SEBI, NSDL, CDSL, RTA, Banks, Auditors and other Regulatory Bodies etc for their continued support to the Companys growth.

The Directors record their special appreciation to all employees for their efforts and contribution towards the growth and achieving this performance.

Your Directors also wish to express their thanks to the Shareholders for the confidence which they reposed in them.

Place: Hyderabad Date: 02-09-2025	For and on Behalf of the Board SPICE LOUNGE FOOD WORKS LIMITED (Formerly Shalimar Agencies Limited)
	Sd/-
	Babu Edalamapti Purushotham Managing Director
	(DIN: 03466935)